Terms & Conditions
In these conditions of sale:
a) “The Company” shall mean A&M Defence & Marine Services Limited, by which the Goods are sold or Services performed.
b) “The Buyer shall mean the person, firm or Company to whom “The Company” agrees to sell the Goods or to perform the Services as agreed.
c) “The Goods” means every or any item which the Customer has agreed to buy from the Company under the Contract.
d) The expression “liability whatever” shall include, without limitation, liability in tort (including negligence), liability in contract and liability for breach of statutory duty, including liability in each and every case for consequential loss (including loss of profit or economic loss) or damages of any kind howsoever caused or arising.
e) “Services” shall mean any work or labour done or service rendered by the Company for or on behalf of the Buyer.
2. INCORPORATION OF CONDITIONS
All contracts of sale of Goods and contracts for the supply of services incorporate these Conditions so far as such Conditions are not varied by any special terms or Conditions agreed in writing between the parties, and any Terms and Conditions of the Buyer which are inconsistent with these Conditions shall have no effect. Any variation of the contract will become binding only if confirmed in writing by the Company.
3. DESCRIPTION AND SUITABILITY
a) All descriptions and specifications contained in the Company’s catalogues, brochures and other published matter are approximate only and do not form any part of any contract or collateral liability upon the part of the Company, being intended merely to present a general description of the Goods as described therein.
b) All, if any, statements, recommendations and advice given (whether before or after the Contract) by the Company or its employees or agents to the Customer or its employees or agents as to any matter relating to the Goods are given without responsibility and shall not give rise to any liability whatever on the part of the Company unless reduced to writing.
a) The price for the Goods is that prevailing at the date of despatch of the Goods and all prices are subject to alteration from time to time without prior notice. Unless otherwise stated the price is exclusive of delivery charges, value added tax and any other tax, charge or duty which shall be payable by the Customer.
b) A minimum charge of £50.00 will be made on all Contracts.
a) Time of payment shall be of the essence.
b) Unless otherwise agreed in writing by the Company the price of the Goods is payable by the Customer on placing its order. Where the Company agrees that payment may be made at a later date payment is due within 30 days of the date of the Company’s invoice. Where the Company has allowed credit to a Customer if, in the discretion of the Company, the financial condition of the Customer at any time does not justify credit, the Company may suspend further deliveries and require full or partial payment in advance without incurring any liability whatever to the Customer.
c) The Company reserves the right to charge interest at the rate of 2% per month (or part thereof) on any late payment.
a) The Company shall endeavour to meet any agreed delivery date or dates but any such date or dates are an estimate only and the Company shall incur no liability whatever for any delay in delivery.
b) The Company shall arrange delivery to the Customer’s premises and delivery shall be deemed to take place upon arrival of the Goods at those premises. Signature of any delivery note by the Customer or its agent or employee or by any independent carrier shall be conclusive proof of delivery. (The Customer shall be responsible for unloading the Goods without causing delay to the carrier and the Company shall incur no liability whatever for damage caused to the Goods on the course of unloading).
c) If the Customer refuses to take possession of the Goods on arrival at the premises, the Company shall be entitled to immediate payment of all outstanding sums and to store the Goods at the risk and expense of the Customer.
d) If the Customer shall have failed to take possession of the Goods within one month of the Company seeking to deliver the Goods at the premises of the Customer, the Company shall be entitled to dispose of the Goods for such price and on such terms as it may determine.
e) The Company shall be entitled to deliver the Goods by instalments. Each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments in accordance with the Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
f) The Customer shall inspect and test the Goods on delivery and shall notify the Company in writing and the carrier within 48 hours of delivery of any defect, damage or shortage failing which it shall be conclusively presumed that the Goods are not damaged or lost and are satisfactory in every respect and have been accepted by the Customer. If written notification is made as aforesaid and the Company is satisfied that the Goods were defective, damaged or lost prior to delivery, the Company shall within a reasonable time replace or at its option repair free of charge any defective, damaged or lost Goods.
Save as otherwise provided by condition 6c risk in the Goods passes to the Customer upon delivery.
8. RETENTION OF TITLE
The property in the Goods shall remain in the Company until the Customer has paid to the Company all sums owing in respect of the Goods or otherwise owing to the Company pursuant to the contract and all sums owing in respect of goods or otherwise owing to the Company pursuant to any other contract. Until such time:
a) The Customer shall hold the Goods as fiduciary agent and bailee for the Company and shall store the Goods in such a way to enable them to be identified as the property of the Company.
b) The Customer irrevocably grants to the Company the right for it and its agents at any time to enter any place where the Goods are or are thought to be and to take repossession of the same;
c) The Customer shall insure the Goods against fire and theft and other usual risks and shall, if required to do so by the Company, prove to the Company that such insurance has been effected and cause notice of the Company’s interest in the Goods to be noted on the relevant insurance policy, failing which the Company may in its discretion take out insurance for the Goods and charge the Customer therefore;
d) If the Customer disposes of the Goods the Customer shall account to the Company with the proceeds of disposal (to the extent of sums owing to the Company) and shall keep such proceeds separate from any moneys of the Customer;
e) If the Customer mixes the Goods with other goods the property in the resulting products (“the New Goods”) shall belong to the Company and if the Customer disposes of the New Goods the Customer shall account to the Company with the proceeds of disposal (to the extent of sums owing to the Company) and shall keep such proceeds separate from any moneys of the Customer;
f) The Customer irrevocably grants to the Company the right for it or its agents at any time to enter any place where the New Goods are or are thought to be and to take repossession of the same provided that if the Company shall dispose of the New Goods it shall account to the Customer with the proceeds of disposal after deducting any sums owing to the Company (including the costs of taking possession of, transporting, storing, insuring and disposing of the New Goods)
a) The Company warrants that the Goods will be free from defects in workmanship and material for twelve months from delivery and the Company will repair or at its option replace any Goods found to be defective within such period.
b) Save as specified in condition 9a above all terms, warranties, conditions and representations whether written or oral, express or implied, statutory or otherwise are hereby excluded to the fullest extent permitted by law.
Save as provided in condition 9a above and save for death or personal injury caused by its negligence the Company shall be under no liability whatever to the Customer in respect of or arising out of the Goods/Services or any defect in, failure of, or unsuitability or unfitness for any purpose of the Goods.
a) The Customer shall indemnify the Company in full and on demand against any cost, claim, expense, loss or liability which the Company may suffer or incur directly or indirectly as a result of any act or omission of the Customer or its employees or agents in relation to the Goods or their use.
b) If the Goods are manufactured to a design or specification supplied by the Customer or its agent the Customer shall indemnify the Company in full and on demand against any cost, claim, expense, loss or liability which the Company may suffer or incur as a direct or indirect result of using such design or specification.
c) Customer’s property in the Company’s possession for whatever reason including inspection repair and test will be held at Customer’s risk. The Company shall be under no liability for any loss or damage however arising, resulting from the use, processing or conversion of the Goods whether they be tested or not and the buyer will indemnify the Company in respect of any claim by a third party for loss or damage resulting aforesaid.
12. INTELLECTUAL PROPERTY
All manuals, specifications, patterns, models, drawings, plans, software, data or information concerning the Goods or their creation or development are strictly confidential and shall remain the sole property of the Company (whether or not commissioned by the Customer).
13. FORCE MAJEURE
The Company shall not be liable for any failure to perform or delay in performing its obligations hereunder where such failure or delay results from circumstances beyond its reasonable control including without limitation act of God, war, riot, governmental action, labour disputes, shortages in material and delay in delivery to the Company of any goods or materials
14. INSOLVENCY AND DEFAULT OF THE CUSTOMER
If the Customer defaults in or commits any breach of any of its obligations to the Company or if the Customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the court shall make an order that the Customer shall be wound up or if a receiver shall be appointed of any of its assets or undertaking or if an administration order is made in respect of the Customer or if circumstances shall arise which entitle the court or a creditor to appoint a receiver, manager or administrator or which entitle the court to make a winding up order against the Customer, or if the Customer takes or suffers any similar action in consequence of a debt due by the Customer to any person, the Company may stop any Goods in transit and suspend further deliveries of the Goods and further performance of the Contract and by notice in writing to the Customer forthwith determine the Contract without prejudice to the licence granted to the Company and its agents under condition 8b.
The omission to exercise or any delay in exercising any of its rights or remedies under the Contract shall not constitute a waiver of any such rights or remedies or any other rights or remedies by the Company and any waiver by the Company or any breach of the Contract by the Customer shall not constitute a waiver of any subsequent breach of the same or any other provision. No waiver shall be effective unless in writing signed by the Company.
No variation of the Conditions shall be binding unless agreed in writing and signed by the Customer and the Company.
The Customer shall not assign or purport to assign the Contract or any of its rights or obligations hereunder without the prior written consent of the Company.
18. RIGHTS CUMULATIVE
Any rights of the Company hereunder are without prejudice and in addition to any other claims, remedies or rights available to the Company.
19. ENTIRE AGREEMENT
The conditions save as may be expressly varied in writing set out the entire agreement between the Company and the Customer concerning the subject matter of the Contract and supersede any prior agreement or arrangement between them.
If any condition (or part thereof) of the conditions shall be found by a court or other body of competent jurisdiction to be unenforceable, the enforceability of the remaining conditions (and the remaining part of the condition concerned as the case may be) shall not in any way be affected.
21. GOVERNING LAW
The conditions shall be governed by and interpreted in all respects in accordance with the laws of England.
Issued March 2008