Terms & Conditions

These terms and conditions govern the supply of Goods, Services and Deliverables (as defined below) by Centurion Signs (U.K.) Limited, a company incorporated in Scotland with company registration number SC048487 and having its registered address at 38 Carron Place, Kelvin Estate, East Kilbride, Lanarkshire, G75 0TS (herein “Centurion”).  By placing an Order with Centurion, you as the Customer accept and acknowledge that you have read and accept these terms and conditions.

1                     Definitions and interpretation

1.1                In these Conditions the following definitions apply:

“Account” means an account for purchase on credit;

"Applicable Law" means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;

“Background IP” means any Intellectual Property Rights developed and owned By the Customer or licensed for use by the Customer by third parties;

"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 Scotland;

"Centurion Personnel" all employees, officers, staff, other workers, agents and consultants of Centurion and any of their sub-contractors who are engaged in the performance of the Services from time to time;

"Conditions" means Centurion’s terms and conditions set out in this document;

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

"Contract" means this agreement between Centurion and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order, and including (if any) all of its schedules, attachments, annexures and statements of work;

"Customer" means the named party in the Contract which has agreed to purchase the Deliverables from Centurion and whose details are set out in the Order;

"Deliverables" means the Goods and/or Services as the case may be;

"Documentation" means any data, descriptions, designs, instructions, manuals, models, literature, software, technical details or other related materials supplied in connection with the Deliverables;

"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 an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, epidemic, pandemic or material required for performance of the Contract, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

“Foreground IP” means any Intellectual Property rights developed by Centurion in its performance of the Contract;

"Goods" means the goods and related accessories, spare parts, any Documentation and other physical material set out in the Order and to be supplied by Centurion 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 goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights;

"Location" means the address or addresses for delivery of the Goods and performance of the Services as set out in the Order;

"Order" means the Customer’s order for the Deliverables;

"Price" has the meaning given in clause 5.1;

"Services" means (as applicable) the services such as site survey, project management, design, installation, maintenance as set out in the Order and to be supplied by Centurion to the Customer in accordance with the Contract;

"Specification" means the description or specification provided for the Deliverables set out or referred to in the Contract;

"VAT" means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the supply of the Deliverables;

2                     Application of these conditions

2.1                These Conditions apply to and form part of the Order and/or Contract between Centurion and the Customer. They supersede any previously issued terms and conditions of purchase, supply or services.

2.2                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 Centurion otherwise agrees in writing.

2.3                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 the Customer and Centurion respectively.

3                     Acceptance of orders

3.1                Each Order by the Customer to Centurion shall be an offer to purchase the Deliverables under these Conditions and if subject to a Contract shall also include these Conditions.

3.2                Centurion may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until Centurion’s written acceptance of the Order.

3.3                Centurion may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Customer.  All quotations issued are valid for 7 days from the date of issue unless otherwise agreed to by Centurion.

3.4                Any changes to the Specification of the design or manufacture of the Deliverables following an issued quotation will be subject to a Price review prior to production commencing. Should any changes to the Specification occur following production commencing, Centurion may vary the Price at any time by giving the Customer notice to correspond with increased costs incurred in incorporating any such changes.

4                     Specification and Design

4.1                The Customer shall be solely responsible for any Specification provided and for supplying the Specification within a sufficient time to enable Centurion to perform the Contract.

4.2                Centurion reserves the right to modify and/or improve Documentation and/or the Specification in order to provide the Deliverables and such amendments must be regarded as approximate representations only and are not binding in detail unless this is expressly stated.

4.3                Centurion will provide proof drawings following the Customer’s acceptance of an issued quotation.  If any proof drawings are supplied and the Customer does not commit to the relevant Order after these have supplied, Centurion reserves the right to charge an additional fee of £250 for design costs.

4.4                Where the Customer supplies any Background IP in the Documentation or the Specification or to be incorporated in the Deliverables, the Customer warrants that it has all necessary licences and authorisation to make use of such Intellectual Property Rights and will indemnify Centurion in respect of all claims in respect thereof.

4.5                Where the Background IP supplied by the Customer includes artwork to be incorporated into the Deliverables but is not suitable for print, the Customer shall have 5 Business Days from being notified that the artwork is not suitable to provide a print-ready copy.  If Centurion has to recreate the artwork in a print suitable format, it shall charge the Customer an additional surcharge for doing so based on time involved at £125 per hour and the Customer shall grant Centurion a licence to archive the recreated artwork for use in future applications.

4.6                Any Foreground IP produced by Centurion in providing the Deliverables shall remain Centurion’s property and though the Customer shall have the right to use the Deliverables supplied by Centurion it shall not copy, reproduce, use or supply similar deliverables in breach of Centurion’s rights.

4.7                The Customer shall indemnify Centurion against all damage, loss, costs, claims and expenses arising out of any infringement of any Intellectual Property Rights supplied as part of or in connection with the Customer’s Specification or Order.

4.8                Any signage produced as part of the Deliverables will be subject to a two millimetre (2mm) tolerance on all dimensions.  Centurion shall not be liable for any additional costs incurred by the Customer arising in connection with dimensions of the signage where the signage dimensions are within this tolerance.

4.9                Manner, quantities and materials for packaging the Deliverables shall be at the discretion of Centurion unless detailed packaging instructions are received from the Customer prior to agreeing a price for the Deliverables and expressly agreed by Centurion.

5                     Price and charges

5.1                The price for the Deliverables shall be as set out in the Order or, where no such provision is set out, shall be calculated in accordance with Centurion’s standard charges from time to time (the “Price”). Where the Deliverables are to include installation services provided by Centurion, and such installation requires a structural engineer’s report to undertake the works, the Price will be subject to the sourcing of a qualified structural engineer to provide the report.

5.2                Where any installation Services due to take place under the Contracted are cancelled, delayed or suspended due to any act or omission of the Customer or its representatives, an aborted installation charge of £500 per aborted visit may be charged to the Customer.

5.3                The Price and any other charge made by Centurion is exclusive of VAT and the Customer shall pay any applicable VAT to Centurion on receipt of a valid VAT invoice.

6                     Payment

6.1                If the Customer does not hold an Account with Centurion, and unless expressly agreed to in writing by Centurion, in respect of Goods, the following payment terms shall apply:

6.1.1            Centurion shall invoice the Customer for the Goods and any Services to be undertaken in full prior to delivery or (where applicable) installation of the Goods; and

6.1.2            the Customer shall pay all invoices in full without deduction or set-off, in cleared funds to the bank account nominated by Centurion within 7 days of the date stated on the invoice and in all cases in advance of delivery or (where applicable) installation of the Goods; and

6.1.3            where Centurion is instructed by the Customer not to complete the delivery or installation as agreed, liability for payment will still arise in respect of the applicable invoice.

6.2                If the Customer holds an Account and places an Order on Account with Centurion:

6.2.1            Centurion shall invoice the Customer for the Goods and any Services to be undertaken, partially or in full, on delivery or (where applicable) installation of the Goods;

6.2.2            the payment terms stated at clause 6.1.2 will be increased to 30 days from the date stated on the invoice; and

6.2.3            Where Centurion is instructed not to complete the delivery or installation as agreed, liability for payment will still arise on the date that delivery was contracted to take place.

6.3                Time of payment is of the essence. Where sums due under these Conditions (or as specified in the Contract) are not paid in full by the due date:

6.3.1            Centurion may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of the Bank of England from time to time in force, and

6.3.2            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.

6.4                If any sums owed under the Contract go overdue by 30 days (the “Final Payment Date”) Centurion will, in addition to any interest owed for late payment charge additional interest at 8.5% above the Bank of England base rate, accruing daily from the Final Payment Date until actual payment in full, whether before or after judgement.

6.5                If Centurion has to take legal action in respect the recovery of sums outstanding from the Customer, the Customer will be charged an additional amount of 15% of the amounts owed by the Customer to the final sum owed at the time of settlement.

7                     Delivery and performance

7.1                In respect of Goods, Centurion will endeavour to commence production within 5 to 7 Business Days, and installation within 7 to 10 Business Days following the Customer’s approval of artwork to be used, subject to any unforeseen delays. Time is not of the essence in relation to the performance or delivery of the Deliverables. Centurion shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are indicative only. If for any cause whatsoever, including causes beyond its control, Centurion is unable to make any delivery on the applicable delivery date or perform any of its obligations under the Contract, Centurion may by notice in writing to the Customer terminate the Contract or suspend the Contract without liability for any loss or damage thereby incurred by the Customer.

7.2                In respect of Goods, delivery will be deemed complete when the Goods are either:

7.2.1            uplifted by the Customer’s carrier;  

7.2.2            delivered by Centurion, or its nominated carrier, to the Location on the date specified in the Order; or

7.2.3            when installation is to be performed by Centurion Personnel, upon installation of the Goods at the Location.

7.3                Where installation is to be performed by Centurion in accordance with clause 7.2.3, the Customer at its cost will provide, on Centurion’s reasonable request, an underground services report for the Location to ensure the proposed site at the Location is suitable for the installation to take place.

7.4                Where performance of the Deliverables requires the removal of existing signage installed by a third party in order to facilitate this, Centurion shall not be held responsible for any damage caused to the Customer’s property in removing this signage.

7.5                The Services shall be performed by Centurion at the Location on the date specified in the Order.

7.6                The Services shall be deemed delivered by Centurion only on completion of the performance of the Services at the Location.

7.7                Centurion may deliver the Goods or perform the Services in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

7.8                Centurion shall not be liable for any delay in or failure of performance caused by:

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

7.8.2            the Customer’s failure to prepare the Location as required for the Deliverables; or

7.8.3            the Customer’s failure to provide Centurion with adequate instructions for performance or delivery,

7.9                If the Customer fails to accept delivery of the Deliverables, Centurion may:

7.9.1            effect delivery by whatever means it thinks most appropriate;

7.9.2            arrange storage of the Deliverables at the Customer’s risk and expense pending delivery; or

7.9.3            after fourteen Business Days following the due date for delivery, resell or otherwise dispose of the Deliverables without any obligation or liability to the Customer.

8                     Risk and Title

8.1                Risk in the Goods shall pass to the Customer on delivery or, where applicable, on completed installation.

8.2                Title to the Goods shall pass to the Customer once Centurion has received payment in full and cleared funds for all debts owed by the Customer to Centurion (including payment for the Goods) at any given time.

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

8.3.1            hold the Goods as bailee for Centurion;

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

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

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

8.3.5            ensure that the Goods are clearly identifiable as belonging to Centurion; and

8.3.6            not remove or alter any mark on or packaging of the Goods.

8.4                At any time before title to the Goods has passed to the Customer, Centurion may enter the property of the Customer to ascertain the whereabouts of the Goods and to recover them (or require the Customer at its expense to redeliver the Goods to Centurion) if the Customer has or Centurion reasonably believes that the Customer has or is likely to become subject to any of the events specified in clause15 ..

9                     Customer obligations and responsibilities

9.1                The Customer agrees and undertakes:

9.1.1            that it has the authority to engage Centurion in relation to the Deliverables;

9.1.2            to provide Centurion with all such information and assistance as it reasonably requests in order to provide the Deliverables;

9.1.3            to comply with such guidance as necessary for the provision of the Deliverables as may be notified to the Customer in writing by Centurion from time to time; and

9.1.4            to permit or procure permission for Centurion and any other persons authorised by us to have access to the necessary Location, equipment and any other areas required to provide the Deliverables.

10                  Warranty

10.1             The Deliverables may be supplied subject to a guarantee (a “Guarantee”) specifically submitted by Centurion, which has been accepted by both parties in writing as appropriate and fair. 

10.2             If a Guarantee does not apply to the Deliverables, Centurion warrants only that, for a period of twelve months from delivery (the “Warranty Period”) the Deliverables shall be free from material defects in design, material and workmanship (“the Warranty”), provided always that in respect of goods, materials, parts or components supplied but not manufactured by Centurion the Warranty shall be equivalent to the warranty (if any) which Centurion may have received from the manufacturer or supplier of such goods, materials, parts or components but not so as to impose a liability greater that that imposed on Centurion by the aforesaid Warranty and provided that the Customer has given Centurion written notice and satisfactory proof of any defect promptly upon discovery of such defect but in no case later than 7 days after the expiry of the Warranty Period.

10.3             As the Customer’s sole and exclusive remedy, Centurion shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause, provided that the Customer:

10.3.1         serves a written notice on Centurion not later than five Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;

10.3.2         such notice specifies that some or all of the Deliverables do not comply with clause 10.2 and identifying in sufficient detail the nature and extent of the defects; and

10.3.3         gives Centurion a reasonable opportunity to examine the claim of the defective Deliverables.

10.4             The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.

10.5             Centurion shall not be liable for any failure of the Deliverables to comply with clause 10.2 or 10.4:

10.5.1         where such failure arises by reason of wear and tear, wilful damage, negligence, or as a result of Force Majeure;

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

10.5.3         to the extent caused by Centurion following any Specification, instruction or requirement of or given by the Customer in relation to the Deliverables;

10.5.4         if the Customer shall not have paid by the due date for payment for all Deliverables supplied whether under the Contract or under any other contract between Centurion and the Customer;

10.5.5         where the Customer alters, modifies or repairs any Deliverables in any place other than the Centurion’s factory or premises or by persons not expressly nominated or approved in writing by Centurion;

10.5.6         where the Customer uses any of the Deliverables after notifying Centurion that they do not comply with clause 10.2 or 10.4; or

10.5.7         in respect of any defect in the Deliverables arising from any drawing, design or specifications supplied by the Customer.

10.6             Except as set out in this clause 10:

10.6.1         Centurion gives no warranty and makes no representations in relation to the Deliverables; and

10.6.2         shall have no liability for their failure to comply with the warranty in clause 10.1,  10.2 or 10.4, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and 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.

11                  Indemnity and insurance

11.1             The Customer shall indemnify, and keep indemnified, Centurion from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Centurion as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.

11.2             The cost to return any of the Deliverables delivered shall, except to the extent that Centurion has accepted responsibility hereunder, be the responsibility of the Customer who shall indemnify Centurion  against any such costs including, but without limitation to the generality of the foregoing, costs of transport and testing or any other cost or loss to Centurion arising therefrom. 

12                  Limitation of liability

12.1             The extent of the parties’ liability under or in connection with an Order and/or the Contract (regardless of whether such liability arises in delict, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 12.

12.2             Subject to clauses 12.5 and 12.6, Centurion’s total liability shall not exceed the lower of:

12.2.1         the Price for the Deliverables; and/or

12.2.2         any amounts paid by the Customer to Centurion under the Order and/or Contract in the six months prior to the act that gave rise to the liability, in each case, whether or not the Customer or Centurion, as relevant, has been advised of the possibility of such damages.

12.3             Subject to clauses 12.5 and 12.6, Centurion shall not be liable for consequential, indirect or special losses.

12.4             Centurion is unaware of the eventual application of Deliverables supplied and is not liable for the eventual performance of Deliverables (or any loss arising therefrom) which are supplied exactly in accordance with the required specifications and subject to clauses 12.5 and 12.6, Centurion shall not be liable for any of the following (whether direct or indirect):

12.4.1         loss of profit;

12.4.2         loss of revenue;

12.4.3         loss or damage to equipment or the Location (unless through Centurion’s negligence);

12.4.4         loss of use;

12.4.5         loss of production;

12.4.6         loss of contract;

12.4.7         loss of commercial opportunity; and/or

12.4.8         harm to reputation or loss of goodwill.

12.5             The limitations of liability set out in clauses 12.1 to 12.4 shall not apply in respect of any indemnities given by either party under the Contract.

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

12.6.1         death or personal injury caused by negligence;

12.6.2         fraud or fraudulent misrepresentation;

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

13                  Confidentiality and announcements

13.1             Each party (the “Recipient”) shall keep confidential all Confidential Information of the other (the “Discloser”) and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

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

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

13.1.3         any information which is independently developed by the Recipient without using information supplied by the Discloser; or

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

13.2             This clause shall remain in force for the duration of the Contract and for three years after the completion or termination of the Contract.

13.3             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.

14                  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. In such circumstances, Centurion may elect at its absolute discretion to terminate the Contract or to proceed to perform or continue performance under the Contract within a reasonable time after the termination of such events or circumstances.  In the event that Centurion elects to continue with the contract following a delay, the Customer shall accept the Deliverables or such part of them as are delivered to it notwithstanding any delay.

15                  Termination

15.1             If the Customer shall purport to cancel the whole or any part of the Contract Centurion may by notice in writing to the Customer elect to treat the Contract as repudiated and the Customer shall thereupon be liable to pay to Centurion a sum equal to all the expenses incurred by Centurion in connection with the Contract up to the point of cancellation, including an appropriate amount in respect of administrative overheads. Centurion’s reasonable estimate of the expenses incurred shall be final and binding on the parties. For the avoidance of doubt, this shall include any Services which have been provided to the point at the point of cancellation.

15.2             Centurion may terminate the Contract or any Order at any time by giving notice in writing to the Customer if:

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

15.2.2         the Customer commits a material breach of the Contract which is not remedied within fourteen days of receiving written notice of such breach;

15.2.3         the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within fourteen days after Centurion has given notification that the payment is overdue; or

15.2.4         any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

15.3             Centurion may terminate the Contract or any Order at any time by giving notice in writing to the Customer if the Customer:

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

15.3.2         is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Centurion reasonably believes that to be the case;

15.3.3         becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

15.3.4         becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;

15.3.5         becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

15.3.6         becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

15.3.7         has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

15.3.8         has a resolution passed for its winding up;

15.3.9         has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

15.3.10     is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

15.3.11     has a freezing order made against it;

15.3.12     is subject to any recovery or attempted recovery of items supplied to it by a Centurion retaining title in those items; or

15.3.13     is subject to any events or circumstances analogous to those in clauses 15.3.1 to  15.3.12 in any jurisdiction.

15.4             If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle Centurion to terminate the Contract under this clause 15, it shall immediately notify Centurion in writing.

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

15.6             Subject to these Conditions, termination or cancellation of one Order or Contract in relation to the provision of Goods by Centurion to the Customer will not affect any other Contract between the Customer and Centurion for provision of Deliverables.

16                  Notices

16.1             Any notice given by a party under these Conditions shall be signed by, or on behalf of, the party giving it and be sent to the relevant party at the address set out in the Contract or otherwise agreed by Centurion in writing.

16.2             Notices may be given, and are deemed received:

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

16.2.2         by Recorded Signed For post: at 9.00 am on the second Business Day after posting; and

16.2.3         by email: if sent during Woking Hours, on receipt of a delivery receipt email from the correct address, or outside of these hours, at 09:00 on the next Business Day after it is sent.

16.3             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 16.1 and shall be effective:

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

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

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

17                  Substitution

Unless the Customer specifies in writing to the contrary, Centurion may substitute any item ordered by the Customer for a similar product of like quality in the event that the items ordered by Customer are no longer available, or cannot be obtained from a supplier in time to meet the Customer’s requirements or otherwise in the absolute discretion of the Centurion.

18                  Sub-Contract

Centurion shall be entitled to sub-contract the whole or any part of the Contract without the Customer’s written consent.

19                  Variation

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.

20                  Assignation

The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Centurion’s prior written consent,  which it may withhold or delay at its absolute discretion.

21                  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.

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 Centurion 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 Centurion shall prevent any future exercise of it or the exercise of any other right, power or remedy by Centurion.

24                  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.

25                  Governing law and jurisdiction

25.1             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 Scotland.

25.2             The parties irrevocably agree that the courts of Scotland 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).