English Commercial Law - boilerplate clauses (clauses with a "no authority)"
A "no authority" clause stipulates that changes to the contract can only be made by specific parties (such as directors) or in a specific manner (eg evidenced in writing). It is made plain which terms specific personnel, such as sales staff, are not permitted to accept on the company's behalf. Sometimes a seller will want to grant limited discretion to other employees, such as sales agents, and in that case, the clause will need to be appropriately adjusted. Prevail, complete agreement, and "no authority" provisions are attempts to obstruct the inclusion of unnecessary conditions and the prevention of unauthorized contract modification.
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