Terms and conditions
Seareach – Terms & Conditions v. 01/2008
The ‘Company’ shall mean Seareach.
Any dispute arising out of, or in connection with, this contract or any Bill of Lading or Air Way Bill issued thereunder shall be referred to a sole arbitrator in London to be appointed by the parties. If the parties do not appoint a sole arbitrator, then each party shall appoint an arbitrator, and the arbitrators if unable to agree on their award, shall appoint an Umpire.
This contract and all proceedings shall be governed by English Law and be subject to the jurisdiction of the High Court of Justice in London.
1. FORMATION OF CONTRACT
(a) All orders and contracts shall be in writing and subject to these conditions to the exclusions of all terms contained in any document issued by the Purchaser.
(b) Quotations offers and tenders are for the whole of the goods for which quotations are given by the Company, and the Company reserves the right to refuse acceptance of any order which constitutes only part of the goods forming the subject of the quotation, offer or tender.
2. PRICE
The Company reserves the right to vary the price if the cost of labour, materials or other services varies from that at the contract date and in any event orders will be invoiced at the price ruling at the date of despatch.
3. PAYMENT
(a) Prices quoted are net. Subject to satisfactory trade references accounts shall be due for payment not later than 30 days after invoice date.
(b) Title to the goods shall not pass until payment in full has been made.
(c) We reserve the right to charge 1.5 percent interest per month or part thereof, on any accounts unpaid after 30 days from date of invoice.
4. DELIVERY
(a) Delivery terms quoted are subject to confirmation after receipt of order together with specifications and/or fully dimensioned working drawings if applicable. Whilst the Company will use its best endeavors no guarantee or warranty as to rate or time of delivery is given or implied. The Company cannot accept orders under penalty for late delivery.
(b) Delivery may be made by installments and failure by the Purchaser to accept or pay for any installment may be treated by the Company as a repudiation of the contract.
(c) The Company will not be liable for unloading of goods or placing in position on site, except by prior arrangement.
(d) The Company reserves the right to recharge to the Purchaser any demurrage costs incurred in the event of vehicles being unduly delayed at the Purchaser’s works when delivering.
(a) No claims for shortage or damage in transit shall be accepted unless the Company and the Carriers are notified in writing within three days of delivery.
(f) No claims for non-delivery shall be accepted unless the Company and the Carriers are notified in writing not less than three days before the lapse of the period specified by the Carriers.
5. PACKING
Unless otherwise agreed in writing, cases and other packing materials will be charged for at extra cost.
6. GUARANTEE
In lieu of any express or implied statutory or other warrants, guarantees, conditions or liabilities (whether as to fitness, quality, standard of workmanship or otherwise) the following provisions shall apply:-
(a) The Purchaser assumes responsibility for the goods being sufficient and suitable for his purpose.
(b) In event of defective material or workmanship our liability is limited to replacement only. Claims for consequential loss, expense or damage of any kind are not accepted under any circumstances. Failure by you, your customer, agent or whoever to notify us in writing to the contrary will be taken as your total acceptance of these conditions which will be considered irreversible.
(c) The Company’s liability in respect of any defect in any goods supplied or for any loss, injury or consequential damage attributable thereto is limited to the terms of this guarantee.
7. PATENTS & REGISTERED DESIGNS
The Purchaser shall indemnify the Company against all damages or other expenses for which the Company may become liable for infringement of a patent or registered design by making or selling goods in accordance with the Purchaser’s specification.
8. INSPECTION
Testing and inspection, if specified by the Purchaser or its agent, shall be at the Company’s works, and be final there. All fees incurred in connection with testing and inspection at Lloyds, or other recognised body, will be charged extra to the Purchaser’s account.
9. TOOLS
Tools made specially and charged in part to the Purchaser remain the sole property of the Company which reserves the right to use such tools or dispose of them after completion of the contract unless otherwise agreed.
10. CANCELLATION
Orders placed cannot be cancelled except with the Company’s consent and on terms which will indemnify the Company against loss. Goods returned without the Company’s consent will not be accepted for credit.
11. PERFORMANCE OF CONTRACT
In the event of the performance of any obligation accepted by the Company being prevented, delayed, or in any way interfered with by war, strikes, accidents, fire or by any other cause beyond its control, the Company may at its option suspend performance or cancel the obligation without liability for loss. Such suspension or cancellation to be without prejudice to the Company’s right to recover all sums in respect of instalments delivered.
12. ATTENDANCE ON SITE
If any work including attendance is undertaken by the Company on the Purchaser’s premises in connection with any order then the Purchaser shall indemnify the Company in respect of all claims made or proceedings taken against the Company by any third party including but not limited to the Company’s employees, the Purchaser’s employees or the employees of any contractor employed by the Purchaser or the personal representatives or dependants of such employees or other third parties in respect of personal injury or damage to property (including damage as a result of fire or explosion) caused by or arising out of the work in any manner whatsoever.
13. TITLE OF GOODS
(a) The goods shall remain the Seller’s property until the Buyer has paid all sums due from it to the Seller an any account whatsoever. Until that time the Buyer shall hold them as bailee, store them in such a way that they can be identified as the Seller’s property and keep them separate from the Buyer’s own property and the property of any other person.
(b) Although the goods remain the Seller’s property until paid for, they shall be at the Buyer’s risk from the time of delivery and the Buyer shall insure them against loss or damage accordingly and in the event of such loss or damage shall hold the proceeds of such insurance on behalf of the Seller as trustee for the Seller.
(c) The Buyer’s right to possession of the goods shall cease if:
(i) the Buyer has not paid for the goods in full by the expiry of any credit period allowed by this contract: or
(ii) the Buyer is declared bankrupt or makes any proposal to his creditors for a composition or other voluntary
arrangement; or
(iii) a receiver, liquidator or administrator is appointed in respect of the Buyer’s business.
On cessation of the Buyer’s right to possession of the goods in accordance with this clause the Buyer shall at his own expense make all the goods available to the Seller and allow the Seller to repossess them.
(d) The buyer hereby grants the Seller, his agents and employees an irrevocable licence to enter any premises where the goods are stored in order to repossess them or inspect them at any time.
