TERMS AND CONDITIONS OF SERVICE
1. GENERAL
1.1 The definitions and rules of interpretation in this condition applying these terms and conditions (Conditions).
1.2 Contract: the Customer's acceptance of a quotation for Services by the Supplier.
Customer: the person, firm or company who purchases Services from the Supplier.
Customer's Equipment: any equipment and materials provided by the Customer and used directly or indirectly in the supply of the Services.
Estimate: the price for specific services produced by the Supplier to the Customer, either in writing or verbally.
Services: the services to be provided by the Supplier under the Contract in respect of Marine engineering
Supplier:
Supplier's Equipment: any equipment, including tools and materials provided by the Supplier or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Customer.
2. ESTIMATES
2.1 An Estimate by the Supplier does not constitute an offer and the Supplier may withdraw or revise an Estimate at any time before accepting the Customers order.
(a) by a written acknowledgement issued and executed by the Supplier; or
(b) (if earlier) by the Supplier starting to provide the Services,
when a contract for the supply and purchase of the Services on these Conditions will be established. The Customer's standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.
2.3 Estimates are given by the Supplier on the basis that no Contract shall come into existence. Any Estimate is valid for a period of 30 days from its date, provided that the Supplier has not previously withdrawn.
2.4 The Supplier will exercise reasonable skill and judgment when we give an Estimate or indication of price. However, such Estimates are always subject to the accuracy of information provided by the Customer and are usually based only on a superficial examination and will not include the cost of any emergent work which may be necessary to vessel, gear or equipment nor the cost of any extensions to the work comprised in the Estimate.
3. Supplier's obligations
3.1 Supplier shall use reasonable endeavours to provide the Services.
3.2 The Supplier shall use reasonable endeavours to meet any performance agreed dates but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Supplier will complete the work to the agreed specification or in the absence of any contractual term to a reasonable quality.
4 Charges and Payment
4.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the charges as set out in the Estimate, which shall specify whether they shall be on a time and materials basis, a fixed price basis or a combination of both.
4.2 The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 7 days of the date of the invoice.
4.3 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:
(a) charge interest on such sum from 30 days from the date the payment is due at the annual rate of 5% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand. The Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;
(b) suspend all Services until payment has been made in full; and
(c) time for payment shall be of the essence of the Contract.
4.4 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
4.5 Acceptance by the Supplier of the goods (including vessels and/or their engines, gear and equipment for repair or other treatment or for mooring or storage is subject to the provisions of the Torts (Interference with Goods) Act 1977 (the “Act”), which confers on the Supplier as bailees a right of sale exercisable in certain circumstances. Such sale will not take place until the Supplier has given notice to the Customer in accordance with the Act. For the purposes of the Act it is hereby recorded that goods for repair or other treatment are accepted by us on the terms that the Customer will take delivery of the goods when produced to the Customer.
4.6 Title to all goods, equipment and materials supplied by the Supplier to the Customer shall remain under the ownership of the Supplier until full payment has been received by the Supplier.
4.7 Risk in all goods, equipment and materials supplied by the Supplier to a Customer shall pass to the Customer at the time of supply to the Customer.
5. Liability
5.2 Nothing in these Conditions limits or excludes the liability of the Supplier:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier; or
(c) for any liability incurred by the Customer as a result of any breach by the Supplier of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
5.3 The Supplier shall not be liable for any loss or damage caused by events or circumstances beyond their reasonable control (such as severe weather conditions, the action of third parties not employed by us or any defect in customer’s or third party property); this extends to loss or damage to vessels, gear, equipment or other property left with the Supplier for work or storage, and harm to persons entering our premises or using any of facilities or equipment.
5.4 The Supplier shall take reasonable and proportionate steps having regard to the nature and scale of our business to maintain security at our premises, and to maintain our facilities and equipment in reasonably good working order; but in the absence of any negligence or other breach of duty by the Supplier vessels and other property are left with the Supplier in the Customer’s own risk and Customers should ensure that their own personal and property insurance adequately covers such risks.
5.5 The Supplier shall not be under any duty to salvage or preserve a Customer’s vessel or other property from the consequences of any defect in the vessel or property concerned unless the Supplier has been expressly engaged to do so by the Customer on commercial terms. Similarly the Supplier shall not be under any duty to salvage or preserve a Customer’s vessel or other property from the consequences of an accident which has not been caused by the Supplier’s negligence or some other breach of duty on our part. However the Supplier reserves the right to do so in any appropriate circumstances, particularly where a risk is posed to the safety of people, property or environment. Where the Supplier does so the Supplier shall be entitled to charge the Customer concerned on a normal commercial basis.
5.6 Customers may themselves be liable for any loss or damage caused by them, their crew, or their vessels and while their vessel or other property is the Supplier’s or is being worked on by the Supplier they shall be obliged to maintain adequate insurance, including third party liability cover for not less then £2,000,000.00 and where appropriate, Employer’s Liability cover in respect of any employee. Customers shall be obliged to produce evidence of such insurance to the Supplier within 7 days of a request to do so.
6 Data protection
The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Supplier.
7. access to the vessel
7.1 All work is carried out in full compliance with the Customer’s Health and Safety, environmental and access policies if the Customer provides copies of these policies to the Supplier prior to the start of the work.
7.2 While the Supplier is working on a Customer's vessel or equipment the Customer shall not have access to it except by prior arrangement. The Supplier will agree reasonable access when it is safe to do so and when it will not interrupt or interfere with the Supplier's work schedule
8. Vessel movements
The Supplier reserves the right to move any vessel, gear, equipment, or other property at any time for reasons of safety, security or good management of their business or premises.
9. Force majeure
The Supplier shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
10. Severance
10.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
10.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11. Assignment
11.1 The Customer shall not, without the prior written consent of the Supplier, assign, or deal in any other manner with all or any of its rights or obligations under the Contract.
11.2 The Supplier may at any time assign or subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
11.3 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
A person who is not a party to the Contract shall not have any rights under or in connection with it.
13. Governing law and jurisdiction
13.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of
13.2 The parties irrevocably agree that the courts of