1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions the following definitions apply:

Applicable Law: means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national; Bribery Laws: means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010;

Business Day: means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;

Conditions: means Equithread’s terms and conditions of sale set out in this document;

Confidential Information: means any commercial, financial or technical information, information relating to the Goods, plans, , know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

Contract: means the agreement between Equithread and the Customer for the sale and purchase of the Goods incorporating these Conditions and the Order, and including all its attachments, annexures and statements of work;

Control: means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls, Controlled and under common Control shall be construed accordingly;

CTS: means CORPORATE TRADE SUPPLIES UK LTD (company number 12611252) a company registered in England and Wales whose registered office address is Unit 5 Mile House Business Park, Northallerton, United Kingdom, DL6 2NW;

Customer: means the named party in the Contract which has agreed to purchase the Goods from CTS and whose details are set out in the Order; Equithread will run under the CTS UK holding. 

Documentation: means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Goods;

Force Majeure: means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract including, but not limited to, acts of God, fire, flood, lightning, earthquake or other natural disaster, epidemic, pandemic, plague, war, threat of war riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving CTS’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

Goods: means the goods, namely personalised and/or embroidered workwear and corporate uniforms, and other physical material set out in the Order or understood by the parties to be included in the Goods and to be supplied by CTS to the Customer in accordance with the Contract;

Intellectual Property Rights: means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in software, rights in goodwill, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual

property rights and similar rights and, in each case:

(a) whether registered or not

(b) including any applications to protect or register such rights

(c) including all renewals and extensions of such rights or applications

(d) whether vested, contingent or future

(e) to which the relevant party is or may be entitled, and

(f) in whichever part of the world existing;

Location: means the address or addresses for delivery of the Goods as set out in the Order;

Modern Slavery Policy: means CTS’s anti-slavery and human trafficking policy in force and notified to the Customer from time to time;

Order: means an order for the Goods from CTS placed by the Customer, inclusive of the type of Goods requested and any bespoke details for the order (including, but not limited to, logos), either electronically, by email or by telephone;

Specification: means the description or Documentation provided for the Goods and their packaging set out or referred to in the Contract;

VAT: means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods; and

1.2 In these Conditions, unless the context requires otherwise:

1.2.1 a reference to the Contract includes these Conditions and the Order;

1.2.2 any clause or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.3 a reference to a party includes that party’s personal representatives, successors and permitted assigns;

1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.5 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.6 words in the singular include the plural and vice versa;

1.2.7 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.8 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non- transitory form (including via email);

1.2.9 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract; and

1.2.10 a reference to legislation includes all subordinate legislation made from time to time under that legislation.

2. APPLICATION OF THESE CONDITIONS

2.1 CTS supplies Goods to businesses within the United Kingdom. The Customer is based in the United Kingdom and wishes to purchase the Goods from CTS for delivery within the United Kingdom.

2.2 These Conditions apply to and form part of the Contract between CTS and the Customer for the purchase of Goods. They supersede any previously issued terms and conditions of purchase or supply.

2.3 These Conditions may be updated and amended from time to time by CTS. The applicable Conditions will be the Conditions in place at the time the Customer makes an Order.

2.4 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that CTS otherwise agrees.

2.5 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of CTS and the Customer respectively.

3. MAKING AN ORDER WITH CTS

3.1 Each Order by the Customer to CTS shall be an offer to purchase the Goods subject to the Contract including these Conditions.

3.2 CTS may accept or reject an Order at its discretion. Unless otherwise agreed by the parties in writing, an Order shall not be accepted, and no binding obligation to supply any Goods shall arise, unless and until CTS has provided the Customer with an order confirmation.

3.3 If CTS is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable. If an Order is rejected CTS may, but is under no obligation to, provide an explanation for such rejection. Possible reasons for rejection include, but are not limited to, the rejection of time frames and quantities of materials sourced from CTS’s suppliers necessary to provide the Goods.

3.4 Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.

3.5 CTS may provide the Customer with a likely delivery date at the time of the order confirmation, at its discretion. CTS is unable to accept any Order which is conditional to any specific delivery dates and/or times being met. Where such conditions are included within an Order, acceptance of an Order shall not constitute an acceptance by CTS of the conditional dates and/or times stated in the Order, unless specifically stated by CTS in writing.

3.6 The Customer shall not be entitled to cancel an Order once it has been accepted by CTS.

4. PRICING OF THE GOODS

4.1 The price for the Goods shall be calculated in accordance with CTS’s scale of charges in force from time to time or as advised by CTS from time to time before the date the Order is placed (the Price).

4.2 The Prices are exclusive of:

4.2.1 VAT (or equivalent sales tax);

4.2.2 import and/or export charges; and

4.2.3 carriage and delivery charges, which shall, unless otherwise agreed in writing between the parties, be charged in addition at CTS’s standard rates from time to time.

4.3 The Customer shall pay any applicable VAT to CTS on receipt of a valid VAT invoice.

4.4 CTS may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to CTS of supplying the relevant Goods which exceeds 5% and which is due to any factor beyond the control of CTS.

5. MAKING PAYMENT FOR THE GOODS

5.1 CTS shall invoice the Customer for the Goods, partially or in full, at any time following acceptance of the Order.

5.2 Unless otherwise agreed between the parties in writing or as otherwise specified on the invoice, the Customer shall pay all invoices:

5.2.1 in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice; and

5.2.2 to the bank account nominated by CTS.

5.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

5.3.1 CTS may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of the Bank of England from time to time in force, and

5.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

6. DELIVERY OF THE GOODS

6.1 The Goods shall be delivered by CTS, or its nominated carrier, to the Location on the date(s) specified in the Order.

6.2 The Goods shall be deemed delivered on arrival only of the Goods at the Location by CTS or its nominated carrier (as the case may be).

6.3 The Goods may be delivered by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6.4 Delivery of the Goods shall be accompanied by a delivery note stating:

6.4.1 the date of the Order;

6.4.2 the Customer Order reference;

6.4.3 the product numbers, type and quantity of the Goods in the consignment; and

6.4.4 any special handling instructions.

6.5 Time of delivery is not of the essence. CTS shall use its reasonable endeavours to meet delivery dates but such dates are indicative only.

6.6 CTS shall not be liable for any delay in or failure of delivery caused by:

6.6.1 the Customer’s failure to make the Location available;

6.6.2 the Customer’s failure to prepare the Location;

6.6.3 the Customer’s failure to provide CTS with adequate instructions for delivery or otherwise relating to the Goods;

6.6.4 Force Majeure.

6.7 If the Customer fails to accept delivery of the Goods CTS shall store and insure the Goods pending delivery, and the Customer shall pay all costs and expenses incurred by CTS in doing so.

6.8 If 10 Business Days following the due date for delivery or collection of the Goods, the Customer has not taken delivery of or collected them, CTS may resell or otherwise dispose of the Goods without any obligation or liability to the Customer, except as provided for in clauses 6.8.1 and 6.8.2. CTS shall:

6.8.1 deduct all storage charges at CTS’s then-applicable rates and reasonable costs of resale; and

6.8.2 account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods.

6.9 Risk in the Goods shall pass to the Customer on delivery.

7. TITLE TO THE GOODS

7.1 Title to the Goods shall pass to the Customer once CTS has received payment in full and cleared funds for the Goods and for all other amounts owing by the Customer to CTS from time to time.

7.2 Until title to the Goods has passed to the Customer, the Customer shall:

7.2.1 hold the Goods as bailee for CTS;

7.2.2 store the Goods separately from all other material in the Customer’s possession;

7.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;

7.2.4 insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting CTS’s interest on the policy;

7.2.5 ensure that the Goods are clearly identifiable as belonging to CTS;

7.2.6 not remove or alter any mark on or packaging of the Goods;

7.2.7 inform CTS immediately if it becomes subject to any of the events or circumstances set out in clauses 14.1.1 to 14.1.4.3; and

7.2.8 on reasonable notice permit CTS to inspect the Goods during the Customer’s normal business hours and provide CTS with such information concerning the Goods as CTS may request from time to time.

7.3 If, at any time before title to the Goods has passed to the Customer, the Customer informs CTS, or CTS reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 14.1.1 to 14.1.4.3 CTS may:

7.3.1 require the Customer at the Customer’s expense to re-deliver the Goods to CTS; and

7.3.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

8. WARRANTY

8.1 CTS warrants that the Goods shall,

8.1.1 conform in all material respects to the Order and the Specification; and

8.1.2 be free from material defects in design, material and workmanship.

8.2 The Customer warrants that it has provided CTS in writing with all relevant, full and accurate information as to the Customer’s business and needs, including the correct spelling and sizes for the Goods, where applicable.

8.3 As the Customer’s sole and exclusive remedy, CTS shall, at its option, repair, replace, or refund the Price of any of the Goods that do not comply with clause 8.1 provided that the Customer:

8.3.1 serves a written notice on CTS

8.3.2 provides CTS with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising;

8.3.3 gives CTS a reasonable opportunity to examine the defective Goods; and

8.3.4 returns the defective Goods to CTS at the Customer’s expense.

8.4 The provisions of these Conditions, including the warranties set out in clause 8.1, shall apply to any of the Goods that are repaired or replaced with effect from the date of delivery of the repaired or replaced Goods.

8.5 CTS shall not be liable for any failure of the Goods to comply with clause 8.1,:

8.5.1 where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;

8.5.2 to the extent caused by the Customer’s failure to comply with CTS’s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;

8.5.3 to the extent caused by CTS following any specification, instruction or requirement of or given by the Customer in relation to the Goods;

8.5.4 where the Customer modifies any Goods without CTS’s prior consent or, having received such consent, not in accordance with CTS’s instructions; or

8.5.5 where the Customer uses any of the Goods after notifying CTS that they do not comply with clause 8.1.

8.6 Except as set out in this clause 8:

8.6.1 CTS gives no warranties and makes no representations in relation to the Goods; and

8.6.2 shall have no liability for their failure to comply with the warranty in clause 8.1 and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

9. ANTI-BRIBERY COMPLIANCE

9.1 For the purposes of this clause 9 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

9.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and ensure that all of its personnel; all others associated with it; and all of its subcontractors; involved in performing the Contract so comply.

9.3 Without limitation to clause 9.2, neither party shall make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.

9.4 The Customer shall immediately notify CTS as soon as it becomes aware of a breach or possible breach by the Customer of any of the requirements in this clause 9.

9.5 Any breach of this clause 9 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle CTS to immediately terminate the Contract by notice under clause 14.1.1.

10. ANTI-SLAVERY COMPLIANCE

10.1 CTS shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.

10.2 The Customer undertakes, warrants and represents that:

10.2.1 neither the Customer nor any of its officers, employees, agents or subcontractors has:

10.2.1.1 committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or

10.2.1.2 been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

10.2.1.3 is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

10.2.2 it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;

10.2.3 it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to CTS on request at any time throughout the Contract;

10.3 The Customer shall notify CTS immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 10.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.

10.4 Any breach of clause 10.2 by the Customer shall be deemed a material breach of the Contract and shall entitle CTS to terminate the Contract with immediate effect.

11. LIMITATION OF LIABILITY

11.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.

11.2 Subject to clause 11.3, CTS’s total liability to the Customer shall not exceed the sum of the invoice payable to the Customer, for the accepted Order to which the liability arises. Subject to clause

11.3, CTS shall not be liable for consequential, indirect or special losses or for any loss of profit or loss to reputation or loss of goodwill.

11.3 Notwithstanding any other provision of the Contract, the liability of CTS shall not be limited in any way in respect of the following:

11.3.1 death or personal injury caused by negligence;

11.3.2 fraud or fraudulent misrepresentation;

11.3.3 any other losses which cannot be excluded or limited by Applicable Law.

12. CONFIDENTIALITY AND ANNOUNCEMENTS

12.1 The Customer shall keep confidential all Confidential Information of CTS and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

12.1.1 any information which was in the public domain at the date of the Contract;

12.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

12.1.3 any information which is independently developed by the Customer without using information supplied by CTS ; or

12.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

12.2 This clause 12 shall remain in force in perpetuity.

12.3 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

13. FORCE MAJEURE

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 30 days, either party may terminate the Contract by written notice to the other party.

14. TERMINATION

14.1 CTS may terminate the Contract at any time by giving notice in writing to the Customer if:

14.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;

14.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 Business Days of receiving written notice of such breach;

14.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 30 days after the date that CTS has given notification to the Customer that the payment is overdue; or

14.1.4 the Customer:

14.1.4.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; or

14.1.4.2 becomes subject to any event of insolvency in any jurisdiction in which it operates; or

14.1.4.3 undergoes a change of control.

14.2 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of CTS at any time up to the date of termination.

15. NOTICES

15.1 Any notice given by a party under these Conditions shall:

15.1.1 be in writing and in English;

15.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and

15.1.3 be sent to the relevant party at the address set out in the Contract.

15.2 Notices may be given, and are deemed received:

15.2.1 by hand: on receipt of a signature at the time of delivery;

15.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;

15.2.3 by email provided confirmation is sent by first class post on receipt of a read receipt email from the correct address.

15.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 15.1 and shall be effective:

15.3.1 on the date specified in the notice as being the date of such change; or

15.3.2 if no date is so specified, 10 Business Days after the notice is deemed to be received.

15.4 This clause 15 does not apply to notices given in legal proceedings or arbitration.

16. CUMULATIVE REMEDIES

The rights and remedies provided in the Contract for CTS only are cumulative and not exclusive of any rights and remedies provided by law.

17. ENTIRE AGREEMENT

The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

18. VARIATION AND ASSIGNMENT

18.1 No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

18.2 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without CTS’s prior written consent, such consent not to be unreasonably withheld or delayed.

19. SET-OFF

CTS shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which CTS has with the Customer. The Customer shall pay all sums that it owes to CTS under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

20. NO PARTNERSHIP OR AGENCY

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

21. EQUITABLE RELIEF

The Customer recognises that any breach or threatened breach of the Contract may cause CTS irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to CTS, the Customer acknowledges and agrees that CTS is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

22. SEVERANCE

22.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

22.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

23. WAIVER

23.1 No failure, delay or omission by CTS in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

23.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by CTS shall prevent any future exercise of it or the exercise of any other right, power or remedy by CTS.

24. COMPLIANCE WITH LAW

The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

25. CONFLICTS WITHIN CONTRACT

If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.

26. COSTS AND EXPENSES

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

27. THIRD PARTY RIGHTS

Except as expressly provided for in clause 28, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

28. GOVERNING LAW AND JURISDICTION

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).