1. WEBSITE USAGE TERMS & CONDITIONS
2. GENERAL TERMS & CONDITIONS
3. GENERAL PURCHASING TERMS & CONDITIONS

Please read the following Terms and Conditions, they form a contract which is legally binding on you. Your attention is drawn in particular to our Limitation of Liability.

1. WEBSITE USAGE TERMS & CONDITIONS

USING THE WEBSITE
These Terms of Use form the agreement between you and CTS Offshore and Marine Limited (hereafter “CTS”), whose Registered Office address is at 2-14 Shortlands, London W6 8DJ, with respect to your use of the CTS website at www.ctsom.com or any replacement or supplementary domain name used by CTS. If you do not agree to these Terms of Use, you may not use the website and/or associated services. By entering the website and browsing its pages you automatically declare to have read these Terms of Use and to agree to them in full. Further, additional terms as set out elsewhere on the website may apply.
You agree not to post or transfer to the website any material which might damage software or hinder the performance of the website or any other parties; computer system & you agree to indemnify us in respect of liabilities, losses, expenses or other costs whatsoever incurred as a result of a breach of your obligations of this condition including, but not limited to, any claims made against us by any third party.
The Data Protection Act 1998 (the Act) is designed to protect you. Accordingly it lays down strict standards of accuracy, relevance and care of such data including how it may be divulged. Any data about living individuals submitted to the website directly will be subject to the Act. You are responsible for its accuracy and relevance and you must have the authority to disclose it and for us to utilise it for the purposes of the website. CTS will process your personal data in accordance with our Privacy Policy.
Whilst we try to make sure that the website is available 24 hours a day 7 days a week, on occasions it may be unavailable due to system problems or to allow maintenance & / or other development activities to take place. We reserve the right to alter the functionalities and features of the website and to permit or restrict access to certain areas of the website to you for any reason. Please be aware that to the extent permitted by law, and except as expressly provided for elsewhere in these terms and conditions, we do not accept liability in respect of the website.

DISCLAIMER
Material on the website may contain inaccuracies or typographical errors. CTS shall not be liable or responsible for any loss or damage caused by or arising from any user’s reliance on information obtained from or through the website. It is your responsibility to evaluate the information and other content available through the website. The website and the information and materials contained in the website are subject to change at any time, and from time to time, without prior or subsequent notice.

CONTENT ON THE WEBSITE
All website design, text, graphics, audio and video materials (if any) and the selection and arrangement thereof, are the sole property and copyright of CTS. The materials contained in the website are displayed for informational and promotional purposes only. The website is solely for the private, personal, non-commercial use by its users. You may not download or copy any materials on the website except for your personal non-commercial use. No right, title or interest in any material or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as explicitly set forth above), publish, transmit, distribute, display, remove, delete, add to, otherwise modify, create derivative works from, sell or participate in any sale of, any of the materials on the website, or any related software (including the source code of the website).
Any other use of materials on the website without the prior express written permission of CTS is strictly prohibited. In particular: You may not use any method of systematic retrieval of content from the website to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual process) without written permission from CTS. You must not modify the paper or digital copies of any materials you have printed or downloaded in any way and you must not use any photographs, video or audio sequences or any graphics separately from any accompanying text. CTS’s status (and that of any identified contributors) as the authors of the material on the website must always be acknowledged. If you print, copy or download any part of the website in breach of these terms of use, your right to use the website will cease immediately and you must, at our option, destroy or return any copies of the materials you have made.

SERVICES
The services described on the website are representative of the services offered by CTS. Not all services that are described in this website are, or will be, available at all times and at all locations. The services described in this website may be changed without prior notice. CTS’s services relate to repairs and maintenance solutions for marine and offshore industries.

SUBMISSIONS
You agree that any and all comments, messages, postings, photos, audio and/or video material, data, suggestions, concepts, and other items or materials disclosed, submitted or offered to CTS through or in connection with the website, including, but not limited to, survey responses, etc., shall be treated as non-confidential. Such disclosure, submission or offer of any submission shall constitute a perpetual, royalty free, fully sub-licensable, worldwide licence to CTS of all copyright and other rights in any such submission to enable CTS to copy, publish, display, distribute and otherwise use the same in whole or in part, for any purpose and in any media now known or later invented, including, but not limited to, advertising, promotional, product development or other commercial purposes. You waive any so-called “moral right” that you may have in your submissions to be identified as the author of the submission, to object to derogatory treatment of the submission or otherwise.
CTS Offshore and Marine Limited remain, and shall remain, under no obligation (i) to publish, distribute or otherwise use any submission, (ii) to maintain any submission in; confidence; (iii) to pay to anyone any compensation for or in connection with the use of any submission; or (iv)to respond to any submission. You represent and warrant that you control all of the rights in and to the content of your submissions and that no submission by you will infringe any right of any third party, including, but not limited to, copyright, trade mark, patent, trade secret, privacy or other personal or proprietary right. CTS do not and cannot agree to consider or review every submission, and is not liable or responsible for the content of any material posted on the website by users. You agree not to upload, post, distribute or otherwise publish on this the website any material that (i) is libellous, defamatory, obscene, abusive, pornographic, threatening or an invasion of privacy; (ii) infringes the intellectual property rights, including, but not limited to, any copyright, patent, trade secret or trademarks, of any person or entity; (iii) is illegal in any way or advocates illegal activity; or (iv) advertises or solicits funds, goods or services. You are and shall remain solely responsible for the content of any submission you make.

THIRD PARTY CONTENT AND LINKS
The content displayed in any third party advertisements on the website is provided by third parties & CTS is not the author of that content and is not responsible for the accuracy, propriety, lawfulness or truthfulness of the same. CTS shall not be liable to you in connection with any reliance on such third party content. The website may also contain links to other sites. CTS shall not be held responsible or liable for the availability of, or for any content material contained in, or obtained through, any such sites. Any link to another website, and reference to third-party information, products or services linked to this website, is not, and should not be interpreted nor construed as, an express or implied endorsement by CTS. You are advised to read such third party websites; terms and conditions and privacy policies before using them. Any questions or comments relating to such other sites should be addressed directly to the operator of those sites.

NO WARRANTIES
The website and its content are provided on an “as is” and “as available” basis. CTS make no claims or warranties of any kind, explicit or implied, including, but not limited to, warranties of title or freedom from malicious programs (including viruses, worms or Trojan horses) or implied warranties of satisfactory quality or suitability for a particular purpose, with respect to this site or its contents and explicitly disclaims any representations and/or warranties. CTS do not represent or warrant that the information contained in this site is accurate, complete or up-to-date, that this site is free of defects or that any defects will be remedied. You agree, by using this site that your use of this site is at your sole risk.

LIMITATION-OF-LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION.

This clause sets out our entire liability (including any liability for the acts or omissions of its employees, agents, consultants, franchisees and subcontractors) to you in respect of any breach of these Terms of Use or any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms of Use or our trading relationship generally. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms of Use. Nothing in these Terms of Use limits or excludes our liability for death or personal injury resulting from negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation. Subject to the above we shall not be liable for: loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of contract, loss of use, loss of corruption of data or information (including but not limited to any contributions submitted or posted on the website) or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. Events beyond our reasonable control: We shall not be in breach of these Terms of Use nor shall we be liable for any failure or delay in performance of any obligations under these Terms of Use arising from or attributable to acts, events, omissions or accidents beyond our reasonable control. Governing Law and Jurisdiction: The governing law of these Terms of Use is English law and you hereby irrevocably submit to the non- exclusive jurisdiction of the Courts of England. This does not affect your statutory rights as a consumer to bring claims in your local jurisdiction. Variation: We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on the website.

Website design, navigation and all content (text, audio, video, pdf’s etc.) & copy – Copyright.  CTS Offshore and Marine Limited – 2011

2. GENERAL TERMS & CONDITION

  1. DEFINITIONS AND INTERPRETATION
    • The definitions and rules of interpretation in this Clause apply to these Conditions.

“Agreement” Means any agreement incorporating these Conditions in relation to any Services and/or the provision of Parts.

“Charges” Means the Charges payable for the Services and/or Parts as set out in the Order Acceptance.

“Conditions” Means the Customer Terms & Conditions set out in this document.

“Confidential Information” Means any information relating to a Party which is designated as confidential or which the receiving Party ought reasonably to realise is confidential including, without limitation, the Services, an Agreement, the contents of any Quotation, know-how, technical information, inventions, databases, archives, technical processes, drawings, specifications, documents, user manuals, information about the functionality of Parts, the business and operating methods of the Parties, the Parties’ supplier and Customer details and any information that is not public domain.

“Control” Means control as defined by section 840 of the Income and Corporation Taxes Act 1988.

“CTS” Means CTS Offshore and Marine Limited of 2-14 Shortlands, London W6 8DJ.

“Customer” Means the party referred to as such in the Order Acceptance and/or any other party for whom CTS arranges Services and/or sources Parts.

“Order Acceptance” Means CTS’ acceptance of a Purchase Order pursuant to the provisions of Clause 2.3 below.   “Parts” Means the products and items, including but not limited to any (marine spares, equipment, ship parts, electronics, propulsion systems, software and systems) referred to in the Order Acceptance and/or any other products and items sourced for the Customer by CTS.

“Party” Individually means CTS and/or the Customer; and “Parties” shall be construed accordingly.

“Purchase Order” Means any order form or communication (whether written, electronic or oral) given or sent by the Customer to CTS requesting CTS to undertake Services and/or source Parts.

“Quotation” Means any written quotation or proposal prepared or provided by CTS for a current or prospective Customer in relation to any proposed services and/or sourcing of Parts.

“Services” Means the vessel repair and/or other services (including but not limited to installation and/or maintenance services and/or NDT services) referred to in the Order Acceptance and/or otherwise arranged for the Customer.

“Software” Means any software computer program sourced for the Customer by CTS (and any upgrades thereto).

“Source” Means the procuring of Parts from Suppliers by CTS on behalf of the Customer; and “source” shall be construed accordingly.

“Suppliers” Means any third party Suppliers of Parts.

“System” Means any information technology system into which Software has been incorporated or integrated. Without prejudice to the generality of the foregoing, a System shall include equipment used as an aid by a vessel’s officers in its operation and/or navigation.

“Temporary Worker” Means any employee, agent or contractor supplied by CTS to the Customer to perform Services.

“Temporary Worker’s Agreement” Means the standard form agreement under which the Customer agrees to engage a Temporary Worker to perform Services.

  • Any reference in these Conditions to any provisions of a statute shall be construed as referring to the provision as amended, re-enacted or extended from time to time.
  • The headings in these Conditions are for convenience only and shall not affect their interpretation.
  • In this Agreement, unless the context requires otherwise:
    • Words in the singular shall be deemed to include the plural and vice versa;
    • Words importing any particular gender shall include all other genders;
    • References to persons shall include bodies of persons whether corporate or otherwise; and
    • Words importing the whole shall be treated as including a reference to any part of the whole.

 

  1. APPLICATION OF THESE CONDITIONS
    • These General terms and conditions – services (the “Conditions”) shall, unless otherwise agreed in writing, apply to all service work performed (“Service work”) by any authorized member, agent or representative of CTS Group (the “Contractor”) to a customer (the “Customer”). Contractor’s offer are non-binding until accepted and confirmed by a purchase order issued the Customer in compliance with these Conditions which is acknowledged by Contractor (any such acknowledged purchase order, a “Contract”). These Conditions shall form an integral part of the Contractor. Customer may not change or cancel any purchase order after it has been received by Contractor unless Contractor has agreed in writing to such change or cancellation.
    • Unless previously agreed in writing by a director of CTS, all Purchase Orders will incorporate these Conditions.
    • Any contractual terms proposed by the Customer to govern contractual relations between CTS and the Customer (whether appearing in a Purchase Order or otherwise) are expressly excluded and the Customer is deemed to have accepted these Conditions in submitting a Purchase Order to CTS.
    • Order Acceptance shall be deemed to have occurred on the earlier of CTS’ oral or written confirmation of acceptance of the relevant Purchase Order (or conduct evidencing the same) or delivery of the Parts and/ or Services set out in such Purchase Order.
    • These Conditions, together with the Order Acceptance and any Quotation referred to in the Order Acceptance, comprise the entire agreement between the Parties with respect to the Services and/or the sourcing of Parts. In the event of a conflict, the following descending order of precedence shall apply:
      • Order Acceptance;
      • Conditions;
    • Any representations or statements whether made orally or written elsewhere are hereby excluded provided always that this Clause 2.5 shall not exclude or limit any liability or any right which either Party may have in respect of pre-contractual statements made or given fraudulently or dishonestly or in circumstances where there has been wilful concealment.
    • Catalogues, technical circulars, charge lists, samples or literature shown or provided by CTS are for the Customer’s general guidance only and the particulars contained therein shall not constitute representations by CTS and CTS shall not be bound thereby.
    • No cancellation by the Customer of an Agreement is permitted unless expressly agreed in writing by CTS.

 

  1. VARIATIONS
    • The Client shall be entitled to request any Variation. All Variation requests shall be in writing and shall clearly define the nature and extent of the Variation requested.
    • No Variation shall be binding on CTS until it has been expressly accepted in writing and agreement has been reached with regard to additional payments and any revised time periods applicable.

 

  1. CONTRACTUAL CAPACITY
    • CTS will, as principal, supply Temporary Workers to the Customer to provide the Services.
    • CTS will, as agent only, source for the Customer the Parts set out in the Order Acceptance and/or required by the Temporary Workers to perform the Services. Without Prejudice to the generality of Clause 6.1, any Parts sourced for the Customer will be subject to the standard terms and conditions of the applicable Supplier and CTS excludes all liability in respect of the same.
    • The Customer authorises CTS to enter into contracts on behalf of the Customer as may be necessary to fulfil the Customer’s instructions.
    • Quotations comprising inclusive Charges for Parts (with no separation out of CTS’ agency commission) shall not be evidence that CTS provides such Parts as principal.

 

  1. SERVICES, PERFORMANCE AND ACCEPTANCE OF WORK
    • CTS will undertake the Services with reasonable care, diligence, skill and judgment in the provision of services as agents for and on behalf of the customer.
    • All Temporary Workers supplied to the Customer pursuant to Clause 5.1 are deemed to be under the ultimate supervision and control of the applicable vessel’s master and/ or the Customer.
    • Where CTS has provided an estimate of the time required to complete the Services, CTS will use all reasonable endeavours to complete the same within time period in the proposal.
    • Customer shall be deemed to have accepted the Service Work performed by Contractor as being in accordance with the Contract unless Customer has notified Contractor of any non-conformity within three (3) days following the last day on which the Service Work was performed. Any date or period for completion stipulated or quoted shall be deemed to be an estimate only, and there shall be no express or implied time limit in dispatching or completing any Service Work.
    • If Customer anticipates that the Service Work cannot be commenced as agreed in the Contract due to reasons attributable to Customer, Customer shall notify Contractor in writing stating the reason and time when Customer anticipates that the Service Work could commence. Contractor may be notice require Customer to set a final reasonable time for when the Service Work should commence. Any additional costs related to such delay shall be borne by Customer.
    • Contractor has a right to suspend the performance of its obligations under the Contract if it is reasonably clear from the circumstances that Customer will not be able to perform its obligations as stated in the Contract.

 

  1. PARTS
    • Parts are sourced by CTS from Suppliers and all sale contracts formed pursuant to an Agreement are deemed to be between the Customer and the Supplier.
    • To the extent that Suppliers provide warranties in relation to Parts, CTS will use reasonable endeavours to procure that the Customer is able to enforce such warranties against the Supplier either in the Customer’s own name or through the agency of CTS.
    • Unless a different address has been agreed in the Order Acceptance, CTS will arrange for Parts to be delivered to the vessel named in the Order Acceptance at the Customer’s risk and expense.
    • Where CTS has provided the Customer with a proposed delivery schedule, the timetable therein will be an estimate only and unless otherwise agreed in writing, time shall not be of the essence in relation to any Agreement.
    • The Customer is responsible for assessing that the Parts sourced for the Customer are suitable for the intended vessel and CTS provides no warranties in respect of any such Parts as regards quality, fitness for purpose, suitability and merchantability.
    • The Customer shall inspect the Parts carefully on delivery and immediately notify CTS of any alleged defects. If the Customer reasonably demonstrates that it was not possible to discover the alleged defects on delivery, the defects must be notified in writing within 3 days after the date on which the defect was discovered or could have reasonably been discovered.

 

  1. COOPERATION
    • The Customer will procure that its employees will promptly provide all information reasonably required by CTS to arrange the Services; that all information so provided will be accurate; and that CTS and/or the Temporary Workers can rely upon it in the context of the Services.
    • If requested by CTS, the Customer will procure that the vessel’s crew and/or other employees, servants or agents of the Customer will assist CTS and the Temporary Workers during any Services and shall ensure that all appropriate safety measures are taken to provide safe and security working conditions.
    • The Customer shall appoint a named representative who will be responsible for liaison between the Customer and CTS.
    • Customer shall comply with all laws, rules and regulations applicable at the work site, arising out of the performance of the Service Work. Customer shall provide at no cost to Contractor all of the following facilities and services which must be of sufficient quality and/or quantity for Contractor’s performance of the Service Work, unless otherwise agreed to in writing by all parties:
      • Ancillary manpower equipped with appropriate tools (such as drills and hand lamps), heavy duty hoisting and transport facilities along with the necessary fuel, lubricants, water, electricity, compressed air and cleaning facilities for Contractor’s performance of the Service Work;
      • Heather and/or air-conditioned facilities with available drinking water for working, boarding and lodging of Contractor’s personnel in close proximity to the work site as follows:
        • Service storage sheds with locks, equipped with shelves and bins for tools, equipment and supplies of Contractor’s personnel;
        • Furnished offices with locks, equipped with telephones, facsimile, internet and other communication requirements of Contractor’s personnel;
      • Assistance requested by Contractor with the customs formalities required for the import and export of Contractor’s equipment and tools, free of all duties and taxes;
      • Assistance to ensure the Contractor’s personnel obtain visas and any other official entry, exit, residence or working permits that may be required by the country of the work site including free to and fro from the work site;
      • Information concerning (i) the local laws and regulations applicable to the Service Work and (ii) any dangerous conditions or unusual risks that may be encountered in Customer’s country, at the work site or in the use of any equipment or tools provided by Customer; and
      • Additional safety measures reasonably requested by Contractor. In the event Customer is unable or unwilling to provide any such facility or service, Contractor may, at its option, terminate the Contract without liability to Customer or itself provide such facility or service for the account of Customer.

 

  1. HEALTH & SAFETY
    • The Customer undertakes to procure that the Workers will be treated at all times with due respect and dignity and will take all steps to avoid discriminatory conduct against them, whether on grounds of race, sex, disability or otherwise.
    • The Customer will ensure that the Workers will be properly briefed in relation to the Customer’s health and safety policies and procedures.
    • The Customer will ensure that Workers are at all times able to perform the Services safely and in accordance with applicable health and safety laws. Without prejudice to the generality of the foregoing, the Customer will ensure that any vessel equipment used (including but not limited to welding/ cutting equipment, hoses, grinders etc.) by Workers to perform the Services will be safe and will meet all applicable international standards.

 

  1. CHARGES
    • Unless otherwise stated in the Order Acceptance (expressly or by reference to a Quotation), Charges are exclusive of value added tax, sales tax, any other applicable taxes, packaging, carriage, fees associated with any export formalities and cargo insurance.
    • If not expressly agreed otherwise in writing, the Contract’s price is based on the Service Work performed during normal working hours. Time sheets for each week shall be provided thereafter by Contractor to Customer and shall be promptly checked and attested by Customer. The time sheets provided by Contractor shall be deemed to be evidence of the working hours invoiced by Contractor. Hourly rates, overtime rates and daily allowances shall be as specified by Contractor. Unless otherwise agreed in writing, a normal working week is comprised of forty (40) hours; eight (8) hours per working day spread over five (5) working days. Local holidays shall be observed. Unless otherwise agreed, any Service Work done outside normal working hours shall be charged to Customer as overtime. Any waiting time for which Contractor is not responsible shall be charged to Customer as normal working time. Time spent by Contractor’s personnel travelling to and from Contractor’s office, the work site and Customer-provided lodging shall be for Customer’s account. The daily remuneration and allowances shall be payable during incapacity caused by sickness of or accident to any of Contractor’s personnel if caused by failure of Customer to maintain safety in the work site environment.
    • All travel expenses, plus ten percent (10%) handling cost, incurred in connection with the Contract shall be for the account of Customer. Travel expenses include: (a) fares for journey by rail, sea, air, car and/or bus; (b) carriage, freight and customs duties as well as insurance due in connection with personal effects, instruments and tools required for the Service Work, including necessary costs for overweight on air freight; and (c) all out-of-pocket expenses incurred by Contractor for the Service Work ordered by Customer, such as internet use, facsimile and telephone calls.
    • If the Services involve services not itemised in the Quotation then, unless otherwise agreed in writing, CTS’ standard rates will apply to the non-itemised services.
    • If, after an Order Acceptance has been issued, the Customer wishes to vary the scope of the Services and/or the specification of any Parts and CTS accepts such variation then, unless otherwise agreed in writing, the Charges will be adjusted in accordance with CTS’ standard rates applicable at the date of the variation or as otherwise agreed in writing.
    • CTS shall, at the Customer’s expense, obtain any licence required in respect of any Parts and any official authorisation required for the export of the Parts and shall carry out all customs formalities necessary for the export of the Parts.
    • If Service Work cannot be commenced as agreed due to reasons attributable to Customer or is interrupted by Force Majeure or for other reasons not attributable to Contractor, the costs for maintaining personnel at or near the work site (including, without limitation, wages and lodging) will be borne by Customer. If the interruption continues for more than one week, Contractor’s personnel may be returned to Contractor’s country. All expenses in relation to such withdrawal and/or subsequent return shall be borne by Customer. If the period of suspension exceeds two (2) months, either party may terminate the Contract by three (3) days’ notice in writing to the other party without prejudice to the rights of either party up to the date of termination. All reasonable additional costs incurred by Contractor as a consequence of suspension and any subsequent resumption or completion of the Service Work shall be reimbursed by Customer.

 

  1. TERMS OF PAYMENT
    • The Customer shall settle every CTS invoice within 30 days of the invoice date without any suspension, set-off (statutory or otherwise), deduction or discount notwithstanding the existence of any claim or dispute in respect of the Services and/or Parts.
    • If the Customer fails to make any payment on a due date in accordance with paragraph 10.1 then, without limiting any other right or remedy available to CTS, CTS shall be entitled to charge interest on all overdue invoices at the rate of four per cent (4%) above the Bank of England base rate from time to time in force, such interest being deemed to accrue on a day to day basis from the due date for payment under Clause 10.1.
    • CTS may require payment on account in respect of any Services and/or Parts and/or any Software and shall be under no obligation to perform any such Services or source any such Parts until the Customer shall have made such advance payment required. The advance payment may be held by CTS in its name for application against any Charges from time to time due and payable by the Customer or any affiliate of the Customer as CTS shall in its sole discretion determine. The Customer further agrees that CTS may set-off such advance payment or any part of it from time to time against any Charges that may have accrued or shall accrue in the future in respect of the Customer or any affiliate, in circumstances where the provisions of Clause 14.3.3 shall apply to the Customer or any affiliate. “Affiliate” means any “holding company” of the Customer or any “subsidiary” of the Customer or any “subsidiary” of a “holding company” of the Customer, in each case within the meaning of section 1159 of the Companies Act 2006.

 

  1. INSURANCE
    • The Customer shall procure that throughout the period of agreement all Workers will be signed on as crew under the applicable vessel’s Articles/Crew List and shall be fully insured in respect of all protection and indemnity risks in accordance with the applicable rules of the relevant vessel’s protection and indemnity association or other insurer and shall provide CTS with written confirmation of the same before commencement of the Services.
    • Without prejudice to the generality of Clause 13.5, the Customer undertakes to indemnify CTS and/or the Worker against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising directly or indirectly from the failure by the Customer to comply with the provisions of Clause 11.1 and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which CTS may suffer or incur (either directly or indirectly) in connection therewith.
    • Each of Contractor and Customer shall at its own cost provide for and maintain comprehensive insurance coverage to protect its own property and personnel. Each party shall obtain a waiver of all rights of recourse and subrogation against the other part from its insurers as well as indemnify and hold the other party harmless for all claims of or by either of the parties’ insurers.
    • In the event of any illness or accident affecting any of Contractor’s personnel, whether during the performance of Service Work or otherwise necessitating medical attention or hospital treatment, Customer shall ensure that the best and appropriate medical facilities and medications are made available to Contractor’s personnel. If it is necessary to repatriate an ill, injured of deceased member of Contractor’s personnel, Customer shall assist Contractor in arranging such repatriation in the safest and most expedient manner. All costs incurred under this Clause 11.3 shall be borne by Contractor.

 

  1. WARRANTY
    • Contractor shall repair or re-perform, in whole or in part, at its sole discretion, any defective Service Work which appears during the warranty period. Customer shall immediately take appropriate steps to prevent any defect from becoming more serious, and all warranty claims with respect to this warranty shall be made in writing without delay and not later than fourteen (14) days following discovery of such defect during the warranty period. Customer shall have the responsibility to establish that its claim is covered by this warranty. Replaced parts shall become Contractor’s property and upon Contractor’s request, be returned at Contractor’s cost. Delivery of repairs or re-performance under this warranty will be made in accordance with the original Contract delivery terms.
    • The warranty period for the Service Work begins on the date of delivery and ends six (6) months from the last day of performance of the applicable Service Work.
    • Contractor shall not be liable for any defect due to or arising in connection with: (1) any materials, components, tools, designs or software provided by Customer; (2) negligence or willful misconduct of Customer; (3) parts, accessories or attachments other than those supplied by Contractor in the course of performance of the Service Work; (4) improper service work, installation or alterations carried out by Customer; (5) normal wear and tear; (6) use of unsuitable materials or consumables by Customer; (7) fluctuation in the grid; or (8) any use, service or operations of any equipment, parts or components upon which Service Work was performed which is not in conformity with manuals, instructions or specifications provided by Contractor or which is otherwise not in accordance with normal industry practice. Contractor’s warranty obligation does not include any carnage, electricity, scaffolding, docking, diving, sub-sea work, towage costs, demounting or mounting costs and expenses of Contractor’s personnel or representatives, and all such costs and expenses shall be reimbursed by Customer to Contractor when applicable. If after Contractor’s warranty investigation it is found that Customer does not have a warranty claim within the scope of these Conditions, then Customer shall be responsible for all applicable costs and expenses for such inspection, repaired or replaced parts or other service work.
    • This clause 12 sets forth the only warranty applicable to the service work and is on lieu of any other warranties, guarantees, obligations and liabilities express or implied including warranties, guarantees, obligations or liabilities against non-conformity or defects. Customer hereby waives all other remedies, warranties, guarantees and liabilities, express or implied, arising by law or otherwise (including without limitation fitness for purpose, merchantability or satisfactory quality).

 

  1. LIABILITY
    • CTS will not be liable to the Customer for the acts or omissions of Workers unless arising out of the negligence of the relevant Workers.
    • Neither the Client nor CTS shall be under any liability for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.
    • CTS will not be liable to the Customer for any defective Parts or if the Parts fail to comply with contractual description or for any other claims arising in connection with the Parts. CTS liability for any defects in materials or faulty design are limited to warranty covered by manufacturers or suppliers.
    • CTS’ liability to the Customer in respect of any one event or occurrence or any related series of events or occurrences arising out of one event, whether arising in contract, tort, negligence, bailment, out of a breach of statutory duty or otherwise shall be limited to the Charges paid under the Agreement/services or one million US dollars ($1,000,000), whichever is the lower. CTS and the Client agree that having regard to the nature of the Services, the fees paid for such Services by the Client and all other circumstances known to CTS and the Client relating to the Services, the forgoing limits of liability are fair and reasonable.
    • The Customer undertakes that no claim or allegation in respect of the Parts and/or Services, whether arising in contract, bailment, tort or otherwise, shall be made against CTS by any person other than the Customer and if any such claim or allegation should nevertheless be made to defend, indemnify and hold harmless CTS against all consequences thereof. Without prejudice to the generality of the foregoing, the Customer will procure that no claims or allegations will be brought against CTS by the users of any Parts.
    • Nothing in this Clause 13 shall be deemed to exclude or restrict either Party’s liability for death or personal injury resulting from negligence.
    • CTS shall not be liable for any consequential or indirect loss or damage suffered by the Customer or any loss of profits whether such loss or damage arises in contract, tort, bailment or from any other cause whatsoever.
    • In any event, CTS shall be discharged from all liability whatsoever or howsoever arising out of or under an Agreement unless proceedings are commenced and served on CTS within nine (9) months of the date of the event or occurrence alleged to give rise to a cause of action against CTS.
    • It is hereby expressly agreed that no employee or agent of CTS (including every sub-contractor from time to time employed by CTS and the employees or agents of such sub-contractor) shall in any circumstances whatsoever be under any liability whatsoever to the Client for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Clause, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability defense and immunity of whatsoever nature applicable to CTS or to which CTS is entitled hereunder shall also be available and shall extend to protect every such employee or agent of CTS acting as aforesaid.
    • Contractor shall not be liable for any work carried out by Customer or by any third party, even though carried out with assistance of Contractor’s personnel. Customer shall bear the risk of its equipment and other goods in connection with Service Work, even if such equipment or goods are in facilities used by Contractor.
    • The provisions of this clause 13 shall remain in force notwithstanding termination of this agreement.

 

  1. CONFIDENTIALITY
    • Unless otherwise agreed in writing, each Party shall keep confidential all Confidential Information supplied by the other Party and shall not disclose it to any third party or use it for any purpose other than the proper performance of the Agreement, unless and until such information is or becomes public knowledge without breach of this or any other confidentiality obligation. The obligations in this Clause 13.1 shall not apply to the extent such Confidential Information:
      • was already known by the receiving Party at the time of disclosure without that Party being in breach of an obligation; or
      • was required to be disclosed by process of law.
    • The Customer shall not publish any document containing any reference to CTS, whether express or implied, without CTS’ prior written consent.

 

  1. TERMINATION
    • Either Party may terminate an Agreement on thirty days written notice to the other.
    • If an Agreement is terminated pursuant to Clause 14.1, the Customer shall pay CTS for all the Services performed up to the date of the termination together with all reasonable costs and/or expenses incurred by CTS as a result of the termination.
    • In addition, CTS shall be entitled to terminate an Agreement (and/or any licence granted under an Agreement) without liability on giving notice to the Customer if:
      • the Customer commits any material breach of any term of the Agreement (or in case of a breach capable of being remedied if the Customer fails, within thirty (30) days of the receipt of a request in writing from CTS to do so, to remedy the breach);
      • the Customer has a change of Control; or
      • the Customer summons a meeting of its creditors, makes a proposal for a voluntary arrangement, becomes subject to a voluntary arrangement, is unable to pay its debts within section 123 Insolvency Act 1986, has a receiver, manager or administrative receiver appointed over any of its assets, undertaking or income, has passed a resolution for its winding-up, is subject to a petition presented to any Court for its winding-up, has a provisional liquidator appointed, has a proposal made for a scheme of arrangement under section 425 Companies Act 1985, has an administrator appointed in respect of it or is the subject of an application for administration filed at any court or a notice of appointment of an administrator filed at any court or a notice of intention to appoint an administrator given by any person or is the subject of a notice to strike off the register at Companies House or carries out or undertakes or is subject to or undergoes any analogous act, process or proceedings under any applicable law.
    • The Customer shall be liable to CTS for any damages suffered by CTS as a result of the termination pursuant to Clause 14.3.

 

  1. ASSIGNMENT
    • The Customer is not entitled to assign its rights and obligations under an Agreement without the prior written consent of CTS.

 

  1. SECURITY
    • To the extent permitted by law, Customer hereby grants to Contractor a lien on and a continuing security interest, and then applicable a maritime lien for necessaries, in and to all equipment, parts and components upon which the Service Work is performed and all products and proceeds derived from the sale or lease thereof as security for the payment in full of such Service Work. Customer hereby waives any and all claims, defences and causes of action that Customer may have in connection with the exercise of any such lien rights by Contractor.

 

  1. SEVERABILITY
    • If any provision of an Agreement is held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected.

 

  1. WAIVER
    • The rights and remedies of CTS under the Agreement shall not be diminished, waived, or extinguished by the granting of any indulgence, forbearance or extension of time by CTS in asserting any such rights or remedies.

 

  1. FORCE MAJEURE
    • Neither party shall be liable to the other for any failure to perform or delay in performance of its obligations hereunder if and in so far as and for so long as such performance is delayed or prevented by the other’s acts or omissions, or by circumstances beyond its reasonable control including but not limited to strikes, lock-outs or labour disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, revolution, riot, civil commotion, war or civil war, adverse weather conditions or prolonged power failure.

 

  1. THIRD PARTY RIGHTS
    • A person who is not a party to this Agreement may not enforce, or otherwise have the benefit of, any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999 and, without limitation, no consent of any such person shall be required for the rescission or amendment to this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

 

  1. CLAIMS
    • If the Customer becomes aware of any claims or circumstance which might involve litigation or arbitration concerning the subject matter of an Agreement, the Customer shall immediately inform CTS.
    • The Customer undertakes that he will not without the written consent of CTS use as evidence in any litigation or arbitration proceedings the results of CTS’ work of or any materials relating thereto.

 

  1. GENERAL
    • By accepting the proposal the client agrees to be bound by these terms and conditions.

 

  1. NOTICES
    • Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the Party concerned at the Party’s address on the Order Acceptance or such address as the Party may from time to time notify in writing or to the correct facsimile number or electronic mail address (as notified by the receiving Party) and shall be deemed to have been served, if sent by first class post, 48 hours after posting and in the case of a facsimile transmission or electronic mail on the following day.

 

  1. DISPUTE RESOLUTION
    • Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof for the time being in force. The arbitration shall be conducted in accordance with the London Maritime Arbitrators’ (LMAA) Terms current at the time when the arbitration is commenced.
    • Save as after mentioned, the reference shall be to three arbitrators, one to be appointed by each party and the third by the two so appointed. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment to the other party requiring the other party to appoint its arbitrator within 14 days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and give notice that it has done so within the 14 days specified.   If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring the dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be as binding as if he had been appointed by agreement. In cases where neither the claim nor any counterclaim exceeds the sum of USD 50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
  1. LAW
    • The Agreement shall be governed by and construed in accordance with the law of England.
  1. DATA PROTECTION
    • By placing an order with us or by accepting our purchase order, you confirm that you have read understood and are bound by our terms and conditions, and that you fully comply with the GDPR regulations when dealing with personally identifiable information that we may share with you and that you consent to your data being processed in accordance with our standard terms and conditions, our privacy policy, our GDPR policy and our ITSM procedures. Our privacy policy is available online on this link: https://www.ctsom.com/privacy/

3. GENERAL PURCHASING TERMS & CONDITIONS

1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in this Clause apply to these Conditions.
“Agreement” means any agreement incorporating these Conditions in relation to the provision of Parts and/or any Services.
“Charges” means the Charges payable for the Parts and/or Services as set out in the Purchase Order.
“Conditions” means the Purchase Order Terms & Conditions set out in this document.
“Confidential Information” means any information relating to a Party which is designated as confidential or which the receiving Party ought reasonably to realise is confidential including, without limitation, details of a Purchase Order, the Parts, the Services, the Agreement, any Quotation, know-how, technical information, inventions, databases, archives, technical processes, drawings, specifications, documents, user manuals, information about the functionality of Parts, the business and operating methods of the Parties, the Parties’ supplier and customer details and any information that is not public domain.
“Control” means control as defined by section 840 of the Income and Corporation Taxes Act 1988.
“CTS” means CTS Offshore and Marine Limited of 2-14 Shortlands, London W6 8DJ.
“Customer” means the party or parties on whose behalf CTS places a Purchase Order and whose identity (unless expressly notified by CTS) may be confirmed by reference to the vessel to which the Parts and/or Services set out in the Purchase Order relate.
“Order Acceptance” means the Supplier’s acceptance of a Purchase Order pursuant to the provisions of Clause 2.2.
“Parts” means the products and items, including but not limited to any [marine spares, equipment, ship parts, electronics, propulsion systems, Software and Systems] or ancillary products and items referred to in any Purchase Order.
“Party” individually means CTS and/or the Supplier; and “Parties” shall be construed accordingly.
“Purchase Order” means any order form or communication (whether written, electronic or oral) given or sent by CTS to the Supplier requesting the delivery, for the benefit of the Customer, of Parts and/or Services.
“Quotation” means any written quotation or proposal prepared or provided by the Supplier in relation to any proposed supply of Parts and/or Services, which shall bind the Supplier unless the Parties agree otherwise in writing.
“Services” means the vessel repair and/or other services (including but not limited to installation and/or maintenance services) referred to in the Purchase Order and/or otherwise arranged for the Customer.
“Software” means any software computer program sourced for the Customer by CTS (and any upgrades thereto).
“Source” means the procuring of Parts and/or Services from the Supplier by CTS on behalf of the Customer; and “source” shall be construed accordingly.
“Supplier” means the third party supplier of Parts and/or Services identified on the Purchase Order and related Order Acceptance.
“System” means any information technology system into which Software has been incorporated or integrated. Without prejudice to the generality of the foregoing, a System shall include equipment used as an aid by a vessel’s officers in its operation and/or navigation.
“Workers” means any person, being an employee, agent or contractor, provided by the Supplier (whether directly or indirectly) to deliver Parts and/or Services.

1.2 Any reference in these Conditions to any provisions of a statute shall be construed as referring to the provision as amended, re-enacted or extended from time to time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 In these Conditions, unless the context requires otherwise:
1.4.1 words in the singular shall be deemed to include the plural and vice versa;
1.4.2 words importing any particular gender shall include all other genders;
1.4.3 references to persons shall include bodies of persons whether corporate or otherwise; and
1.4.4 words importing the whole shall be treated as including a reference to any part of the whole.
2. APPLICATION OF THESE CONDITIONS
2.1 CTS may place Purchase Orders orally or in writing (whether electronically or otherwise). Unless previously agreed in writing by a director of CTS, all Purchase Orders will incorporate these Conditions.
2.2 Order Acceptance shall be deemed to have occurred on the earlier of the Supplier’s oral or written confirmation of acceptance of the relevant Purchase Order (or conduct evidencing the same) or delivery of the Parts and/or Services set out in such Purchase Order.
2.3 Any contractual terms proposed by the Supplier to govern contractual relations between the Supplier and the Customer and/or CTS (as agent for the Customer) are expressly excluded and the Supplier shall, by virtue of Order Acceptance, be deemed to have accepted these Conditions to the exclusion of all other terms and conditions.
2.4 These Conditions together with the Purchase Order, the Order Acceptance and any Quotation referred to in the Order Acceptance comprise the entire agreement between the Parties with respect to the provision of Parts and/or Services. In the event of a conflict, the following descending order of precedence shall apply:
2.4.1 Purchase Order;
2.4.2 Conditions;
2.4.3 Order Acceptance;
2.4.4 Quotation.
2.5 Any representations or statements whether made orally or written elsewhere are hereby excluded provided always that this Clause 2.5 shall not exclude or limit any liability or any right which either Party may have in respect of pre-contractual statements made or given fraudulently or dishonestly or in circumstances where there has been wilful concealment.
2.6 CTS may at any time demand in writing the suspension of the delivery of Parts and/or Services. In no event shall CTS be liable for any additional payment in respect of such suspension.
2.7 No cancellation or termination by the Supplier of an Agreement (including for the avoidance of doubt a Purchase Order) is permitted unless expressly agreed in writing by CTS.
3. CONTRACTUAL CAPACITY
3.1 CTS will source the Parts from the Supplier as agent only for the Customer. Therefore, in accordance with Clause 4.1, CTS excludes all liability to the Supplier in respect of any Purchase Order or Agreement insofar as it relates to Parts.
3.2 CTS will source the Services from the Supplier as principal.
4. PARTS
4.1 Any Agreement shall, insofar as it relates to Parts, be deemed to be between the Customer and the Supplier. Notwithstanding that the Customer may delegate to CTS any of its rights or obligations under such Agreement including, without limitation, the obligation to pay the Supplier, the Supplier acknowledges and agrees that CTS is acting solely in the capacity of agent for the Customer.
4.2 To the extent that the Supplier provides warranties in relation to Parts (including but not limited to the warranties set out in Clause 4.3) the Supplier agrees that CTS may enforce such warranties against the Supplier as agent for the Customer, without prejudice to the Customer’s right to enforce such warranties in its own name.
4.3 The Parts shall, as a minimum be:
4.3.1 of satisfactory quality;
4.3.2 free from defects in materials and workmanship;
4.3.3 fit for any purpose held out by the Supplier; and
4.3.4 in conformity with all related specifications or operating manuals.
4.4 Unless CTS agrees otherwise in writing:
4.4.1 the Supplier will, at its own expense, arrange for Parts to be delivered to the address set out in the Purchase Order according to the agreed delivery term set out in such Purchase Order;
4.4.2 the time and place of delivery of Parts shall be of the essence in relation to any Agreement.
4.5 Title in the Parts shall pass from the Supplier on Order Acceptance. Notwithstanding the passing of title, risk in the Parts shall, subject to Clause 4.6, not pass until satisfactory delivery of the Parts.
4.6 The Supplier shall at its expense, upon receiving notice from the Customer and/or CTS to that effect, repair or replace and effect re-delivery of any Parts damaged or lost in transit and “re-delivery” will not be deemed to have occurred until the relevant Part has been properly repaired or (as applicable) replaced and re-delivered.
5. SERVICES
5.1 The Supplier will undertake the Services in a professional and workmanlike manner, using no less than a reasonable degree of care, diligence, skill and judgment. The Supplier shall ensure that Workers are suitably qualified and experienced to deliver the Services according to the Customer’s requirements, as notified by CTS.
5.2 If the Supplier fails to deliver the Services in accordance with Clause 5.1, the Supplier shall, at its expense and at CTS’ option re-perform the Services without prejudice to any other right or remedy available to CTS.
5.3 The Supplier shall not whilst any Agreement remains in force and for a period of [one (1)] year after its expiry or termination, whether on behalf of itself or a third party, do or endeavour to do any of the following in respect of a Customer to whom such Agreement relates:
5.3.1 solicit instructions directly or indirectly from such Customer; or
5.3.2 employ, entice or induce any employee of such Customer to leave their employment with such Customer.
6. LAWS & REGULATIONS
6.1 The Supplier warrants that it will comply, and take all reasonable steps to enable CTS and/or Customer to comply, with all laws applicable to the supply of Parts and/or Services (including without limitation all applicable EU Regulations, EU Directives and their national implementing legislation). Without prejudice to the generality of the foregoing, the Supplier will ensure that any vessel equipment used (including but not limited to hoses, welding, cutting, blasting, coating equipment) by Workers to perform the Services will be safe and will meet all applicable international standards.
6.2 The Supplier will ensure, at all times, that Workers:
6.2.1 conduct themselves with due respect and dignity and take all steps to avoid discriminatory conduct, whether on grounds of race, sex, disability or otherwise;
6.2.2 are properly briefed on all applicable health and safety policies and procedures;
6.2.3 are able to perform the Services safely and in accordance with applicable health and safety laws.
6.3 The Supplier shall keep the Customer and/or CTS fully indemnified against any failure to comply with these Conditions.
7. CHARGES
7.1 Unless otherwise stated in the Purchase Order (expressly or by reference to a Quotation), Charges are exclusive of value added tax and any other sales taxes but inclusive of all other taxes, duties or levies charged or due in relation to the Parts and/or Services including, without limitation, packaging, carriage, cargo insurance or fees associated with any import or export formalities.
7.2 If, after Order Acceptance, the Customer and/or CTS wishes to vary the specification of any Parts and/or scope of the Services, the Supplier shall use all reasonable endeavours to accommodate any such variations and to minimise any additional Charges associated with such variations.
7.3 The Supplier shall obtain, at its expense, any licence required in respect of Parts, any official authorisation required for the import or export of Parts and shall carry out all necessary customs formalities.
8. INVOICING & TERMS OF PAYMENT
8.1 In the case of Parts:
8.1.1 the Supplier shall deliver all invoices to CTS, addressed to the Customer; and
8.1.2 CTS shall use all reasonable endeavours to procure prompt payment by the Customer of such invoices in accordance with the agreed payment terms.
8.2 In the case of Services, CTS shall settle every valid invoice in accordance with the agreed payment terms set out in the Purchase Order and in no event later than sixty [60] days from the date of receipt of such invoice.
8.3 CTS shall be entitled to set off against any amounts due to the Supplier under an Agreement an amount equivalent to any sums due from the Supplier to CTS.
9. INSURANCE
9.1 The Supplier shall for the term of each Agreement and until all Parts and/or Services which are the subject of each Agreement have been delivered in accordance with its terms maintain in force insurance sufficient to meet its obligations under each Agreement and, as a minimum the following policies of insurance, each having a minimum limit per occurrence of [one million US dollars ($1,000,000)]:
9.1.1 Comprehensive general liability, which includes third party coverage protecting against property damage and personal injury caused by the Supplier;
9.1.2 Professional indemnity insurance;
9.1.3 Product liability insurance;
9.1.4 Employer’s liability.
9.2 The Supplier shall not cancel or materially change a policy without giving CTS at least sixty [60] days prior written notice.
10. LIABILITY
10.1 Nothing in this Clause 10 shall be deemed to exclude or restrict either Party’s liability for death or personal injury resulting from its own negligence.
10.2 CTS’ liability to the Supplier in respect of any one event or occurrence or any related series of events or occurrences arising out of one event, whether arising in contract, tort (including negligence), bailment, breach of statutory duty or otherwise shall be limited to the Charges paid in respect of the Services giving rise to the claim.
10.3 CTS shall not be liable for any consequential or indirect loss or damage suffered by the Supplier, nor for any loss of profits, loss of revenue, loss of goodwill or loss of anticipated savings, whether such losses or damage arise in contract, tort (including negligence), bailment or any other cause whatsoever.
10.4 In any event, CTS shall be discharged from all liability whatsoever or howsoever arising out of or under an Agreement unless proceedings are commenced and served on CTS within nine (9) months of the date of the event or occurrence alleged to give rise to a cause of action against CTS.
11. CONFIDENTIALITY
11.1 Unless otherwise agreed in writing, each Party shall keep confidential all Confidential Information supplied by the other Party and shall not disclose it to any third party or use it for any purpose other than the proper performance of the Agreement, unless and until such information is or becomes public knowledge without breach of this or any other confidentiality obligation. The obligations in this Clause 11.1 shall not apply to the extent such Confidential Information:
11.1.1 was already known by the receiving Party at the time of disclosure without that Party being in breach of an obligation;
11.1.2 was required to be disclosed by process of law.
11.2 The Supplier shall not publish any document containing any reference to CTS and/or any Customer, whether express or implied, without CTS’ prior written consent.
12. PUBLICITY
12.1 Unless the customer specifically requests for the project details to be kept confidential, the customer agrees that CTS may use any project details (information and pictures) for promotional and marketing purpose.
Marketing materials include but are not limited to web based materials, case studies, brochures, newsletter and may extend to any of the marketing collateral CTS may produce in the future. In no event shall CTS pass this material to other parties for commercial use.
13. TERMINATION
13.1 CTS may terminate an Agreement on thirty (30) days written notice to the Supplier.
13.2 If an Agreement is terminated pursuant to Clause 13.1, CTS shall pay the Supplier for all the Services accepted up to the date of the termination.
13.3 In addition, CTS shall be entitled to terminate an Agreement (and/or any licence granted under an Agreement) without liability on giving notice to the Supplier if:
13.3.1 the Supplier commits any material breach of any term of the Agreement (or in case of a breach capable of being remedied if the Supplier fails, within thirty (30) days of the receipt of a request in writing from CTS to do so, to remedy the breach);
13.3.2 the Supplier has a change of Control; or
13.3.3 the Supplier summons a meeting of its creditors, makes a proposal for a voluntary arrangement, becomes subject to a voluntary arrangement, is unable to pay its debts within section 123 Insolvency Act 1986, has a receiver, manager or administrative receiver appointed over any of its assets, undertaking or income, has passed a resolution for its winding-up, is subject to a petition presented to any Court for its winding-up, has a provisional liquidator appointed, has a proposal made for a scheme of arrangement under section 425 Companies Act 1985, has an administrator appointed in respect of it or is the subject of an application for administration filed at any court or a notice of appointment of an administrator filed at any court or a notice of intention to appoint an administrator given by any person or is the subject of a notice to strike off the register at Companies House or carries out or undertakes or is subject to or undergoes any analogous act, process or proceedings under any applicable law.
13.4 The Supplier shall be liable for any damages suffered by CTS and/or any Customer as a result of the termination pursuant to Clause 13.3.
14. ASSIGNMENT
14.1 The Supplier may not assign its rights and obligations under an Agreement without CTS’ prior written consent.
15. SEVERABILITY
15.1 If any provision of an Agreement is held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected.
16. WAIVER
16.1 The rights and remedies of CTS under the Agreement shall not be diminished, waived, or extinguished by the granting of any indulgence, forbearance or extension of time by CTS in asserting any such rights or remedies.
17. FORCE MAJEURE
17.1 Neither Party shall be liable to the other for any failure to perform or delay in performance of its obligations hereunder if and in so far as and for so long as such performance is delayed or prevented by the other’s acts or omissions, or by circumstances beyond its reasonable control including but not limited to strikes, lock-outs or labour disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, revolution, riot, civil commotion, war or civil war, adverse weather conditions or prolonged power failure.
18. THIRD PARTY RIGHTS
18.1 Subject always to Clause 4.2, a person who is not a Party to this Agreement may not enforce, or otherwise have the benefit of, any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999 and, without limitation, no consent of any such person shall be required for the rescission or amendment to this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
19. NOTICES
19.1 Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the Party concerned at the Party’s address on the Purchase Order or such address as the Party may from time to time notify in writing or to the correct facsimile number or electronic mail address (as notified by the receiving Party) and shall be deemed to have been served, if sent by first class post, 48 hours after posting and in the case of a facsimile transmission on the following day.
20. DISPUTE RESOLUTION
20.1 Any question or disagreement which arises concerning the construction, meaning or effect of an Agreement or the rights or liabilities of the Parties under an Agreement shall be referred to a single arbitrator to be agreed between the Parties. Failing such agreement within 30 days of the request by a Party that the matter be referred to arbitration in accordance with this Clause, such reference shall be to an arbitrator appointed by the President for the time being of the Institution of Civil Engineers. The decision of such arbitrator shall be final and binding on the Parties. Any reference under this Clause shall be deemed to be a reference to arbitration within the meaning of the Arbitration Act 1996. The venue of the arbitration shall be London.
20.2 If the Supplier becomes aware of any claims or circumstance which might involve litigation or arbitration concerning the subject matter of an Agreement, the Supplier shall immediately inform CTS in writing.
21. LAW
21.1 The Agreement shall be governed by and construed in accordance with the law of England.
22. DATA PROTECTION
22.1 By placing an order with us or by accepting our purchase order, you confirm that you have read understood and are bound by our terms and conditions, and that you fully comply with the GDPR regulations when dealing with personally identifiable information that we may share with you and that you consent to your data being processed in accordance with our standard terms and conditions, our privacy policy, our GDPR policy and our ITSM procedures. Our privacy policy is available online on this link: https://www.ctsom.com/privacy/