TERMS AND CONDITIONS:
We supply goods and services to you only on the following conditions:
1 Unless we say otherwise in writing, the prices we quote do not include:
1.1 the cost of delivery;
1.2 value added tax, which will be added at the appropriate rate;
1.3 any taxes and/or duties outside the United Kingdom, which you will pay;
1.4 Classification Society or Inspection Authority fees;
1.5 attendance during installation outside our works.
2 The prices we quote can be amended by a reasonable amount if:
2.1 production costs rise;
2.2 the start of the work is delayed for reasons outside our control;
2.3 you amend your instructions after we start work;
2.4 work is delayed on your instructions or through lack of them;
2.5 you instruct us to carry out the work in a way different from our customary practice;
2.6 you ask for expedited delivery;
2.7 tests are required by more than one Classification Society or Inspection Authority;
2.8 any additional or special tests are required by a Classification Society or Inspection Authority; or
2.9 you ask us to delivery to somewhere other than the address specified in the order (or, if none is specified, the address from which the order came).
3 Any pattern, drawing, specification, manual, particulars or other information we supply is pproximate unless we state otherwise in writing.
4 Any performance predictions are given in good faith, but we are not liable if they are not achieved.
5 Your acceptance of our quotation or estimate does not create a binding contract between us until we accept your order in writing.
6 We are not liable:
6.1 for any delay outside our reasonable control;
6.2 for defects arising from the original design or manufacture of any item we repair; or
6.3 if repairs on an article received from you do not return it to its original state or performance.
7 If work is to be carried out away from our works:
7.1 you are responsible for providing:
7.1.1 safe working conditions;
7.1.2 docking, water, electricity, air and other services;
7.1.3 access when we request it, including outside normal hours;
7.2 you will indemnify us against any liability or cost arising from their absence.
8 Any article is at your risk from the time we despatch it and you will indemnify us against any loss.
9 Any article is at your risk from the time it is delivered, whether you are there to receive it or not.
10 You should inspect any delivery as soon as it arrives and tell us at the earliest practicable opportunity if there is any problem.
10.1 We are not liable for any cost or loss if you tackle a problem without first referring to us.
10.2 We are not liable for any shortages unless you tell us in writing within 14 days of delivery.
11 You must follow any instructions which we supply. If you do not, you will indemnify us against any claim.
12 If we provide a representative at installation:
12.1 any advice will be given in good faith; but
12.2 we will not be liable for its consequences
13 If we ask you to return a defective article, you will do so and we will refund the reasonable cost of returning it.
14 In the case of goods manufactured by others:
14.1 we assign to you the benefit of any guarantee, condition or warranty (so far as we can); but
14.2 we are not obliged to incur any expense in assisting you to enforce any such guarantee, condition or warranty.
15 If:
15.1 goods manufactured by us or workmanship provided by us are defective;
15.2 you tell us in writing at the earliest practicable opportunity and, in any event, within 12 months from the date the article was supplied; and
15.3 the article concerned has not been damaged, interfered with or subjected to abnormal conditions; we will:
15.4 repair the article if you return it;
15.5 pay you reasonable compensation; or
15.6 (in the case of goods manufactured by us) replace it as soon as practicable after you return it (the original becoming ours); at your option (if you are "dealing as a customer" as defined in section 12 of the Unfair Contract Terms Act 1977) or at our option (in all other cases).
16 If death or personal injury is caused by our negligence we will indemnify you. Otherwise our liability is limited to the guarantee in the preceding clause.
17 In respect of any other loss:
17.1 we are not liable;
17.2 you will indemnify us against it; and
17.3 you will insure against it.
18 In respect of any consequential loss;
18.1 we are not liable;
18.2 you will indemnify us against it; and
18.3 you will insure against it.
19 Our total liability will not exceed the total price you paid us for the relevant goods or services.
20 In any event, our total liability will not exceed £100,000.
21 In respect of any error in any pattern, drawing, specification, manual, particulars or other information supplied by you:
21.1 we are not liable;
21.2 you will indemnify us against any liability or additional cost.
22 Our normal prices reflect these limitations on liability in our standard terms. If you ask, we are prepared to negotiate other provisions, but this will increase our price.
23 You will indemnify us against all claims relating to intellectual property rights where the claim arises because we have complied with instructions from you, however expressed.
24 So that we and our suppliers can develop and improve products, we can alter specifications without prior notice provided:
24.1 the quality is not reduced; and
24.2 the change does not conflict with any condition in your order.
25 When products are developed or improved, we can increase prices by an appropriate amount without prior notice - but in this case you can cancel your order.
26 Unless we agree otherwise in writing, you will pay us in full within 30 days of the date of our invoice.
27 If you do not pay us on the due date, you will pay:
27.1 interest on the outstanding balance at the rate applicable to judgement debts (both before and after any court judgement); and
27.2 £5 plus value added tax for each reminder letter, fax, telephone call and statement.
28 Anything we supply still belongs to us until you pay everything you owe us. If you do not pay by the due date, we can enter your premises to reclaim anything we have supplied and we will not be liable for any damage.
29 We can terminate the contract and claim our cost and loss of profit if:
29.1 you are insolvent or make a voluntary arrangement with creditors;
29.2 you become subject to an administration order or are liquidated;
29.3 a receiver is appointed, or an encumbrancer takes possession, of any of your assets;
or
29.4 you cease to carry on business, or threaten to do so.
30 Any variation of these conditions is invalid unless we accept it in writing, and these conditions prevail over any you seek to impose.
31 If you are "dealing as a consumer" as defined in section 12 of the Unfair Contract Terms Act 1977, these conditions do not exclude or restrict liability for breach of any obligation arising from sections 13 to 15 of the Sale of Goods Act 1979.
32 If any of these conditions is held to be invalid or unenforceable, that will not affect the validity and enforceability of the rest.
33 Our rights will not be affected by any relaxation, forbearance, indulgence or waiver in enforcing these conditions.
34 Our dealings with you are governed by English law and come within the jurisdiction of the English courts.
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