Terms and Conditions
1. Applicable Terms
1.1. The Buyer’s order placement constitutes an offer to purchase goods of Seaward Safety Limited, registered in England under number 2916997 (the Seller) and the Seller’s order acknowledgement constitutes acceptance of the Buyer’s order. Buyer’s order acknowledgement provides the web address to these Terms and Conditions on Seller’s website and incorporates by reference these Terms and Conditions into the purchase agreement between Buyer and Seller. Any quotation given by Seller for the sale of goods is an invitation to the Buyer to make an offer only and no order placed by the Buyer with the Seller in pursuance of a quotation or otherwise shall be binding on the Seller unless and until it is accepted in writing by the Sellers acceptance of order form or despatch note or delivery note, or the goods are despatched or the work is commenced.
1.2. Any contract made with the Seller for the sale of goods or work shall incorporate and be subject to these conditions and any representation or warranty, written or orally made or given prior to the contract is hereby expressly excluded and all brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, price lists and other advertising matter are intended only to present a general idea of the goods described therein.
1.3. Specifications quoted by the Seller must be treated as approximate only and the Seller reserves the right to amend without notice at any time prior to delivery, the specifications, material and/or process of manufacture of its product.
2. The Price
2.1. All prices are exclusive of transport, packing and VAT. (Ex-Works)
2.2. If the Buyer reduces the quantity of goods ordered, which necessitates a production run of a lesser quantity, the price applicable to the lesser quantity shall apply and if not covered by quotation, reasonable adjustment of price shall be made by the Seller.
2.3. If the Buyer cancels a contract the Seller shall be entitled to recover the cost of design work carried out, material purchased and product manufactured.
3.1. Unless otherwise agreed in writing all accounts must be paid within 30 (thirty) days of invoice date. If at the date on which the Seller is ready to despatch or deliver the goods the Buyer delays delivery for any reason, the Seller may present invoices for full settlement on that date, in default of payment and without prejudice to any other rights or remedies the Seller reserves the right to demand payment of all outstanding balances whether or not due and/or cancel all outstanding orders. Interest shall be charged on outstanding balances at the rate of 8.0% over base rate of the Bank of England from time to time in accordance with the Late Payment of Debts Act. The Buyer shall not be entitled to withhold or set-off payment for goods delivered or work done for any reason whatsoever.
4.1. This contract shall be subject to the provision that if at any time thereafter the Seller is advised of circumstances casting doubt on the Buyers creditworthiness or satisfactory security for payment is not given on request or the Buyer is in default in payment for other goods, the Seller may require payment of the whole or part of the purchase price from the Buyer in advance and of the full price of all other goods sold to the Buyer by the Seller and pending such payments this contract shall be suspended. In the event of such payments not being made within a reasonable period stipulated by the Seller, the Seller may cancel the Buyers order without liability and the Buyer shall be responsible for any resulting loss to the Seller.
4.2. In the event of any breach of these conditions of sale not being remedied by the Buyer within 7 (seven) days of the Sellers written notice requesting such remedy or upon the Buyer entering into an composition arrangement with its creditors or passing a resolution for winding up or entering into a liquidation (whether voluntary or compulsory) or any similar arrangement or a receiver is appointed of the Buyers assets, the Seller shall be entitled without prejudice to its other rights hereunder to suspend all further deliveries and/or determine the contract or any unfulfilled part thereof and the Buyer shall be responsible for any resulting loss to the Seller.
5. Export Terms
5.1. In these conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these conditions, but if there is any conflict between the provisions of Incoterms and these conditions, the latter shall prevail.
5.2. Where goods are supplied for export from the United Kingdom, the provisions of this clause 5 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these conditions.
5.3. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.
5.4. Unless otherwise agreed in writing between the Buyer and the Seller, the goods shall be delivered FOB to the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
5.5. The Buyer shall be responsible for arranging for inspection of the goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
6.1. The risk in respect of all goods sold under the contract shall pass to the Buyer upon shipment of the goods by the Seller, its servants or agents.
7.1. Title will transfer upon the payment of the purchase price being fulfilled by the buyer.
8.1. Any dates given in the contract for despatch or delivery of goods or completion of the work (as the case may be) shall constitute estimates of expectation only and shall not be binding unless the contract otherwise expressly provides in writing and subject to the provisions of sub-clauses 8.4 and 8.5 below the Buyer shall accordingly accept delivery of the goods when tendered and the work when completed.
8.2. The method and route of despatch of the goods shall be selected by the Seller which shall endeavour to take into account in such selection the preferences of the Buyer. There may be an additional delivery charges based on non-mainland UK locations and in the instances of non-stock items being delivered (such as bulky, heavy or hazardous goods)
8.3. If notwithstanding the Seller’s endeavours, the Seller fails to despatch or deliver the goods or to complete the work by such date, such failure shall not constitute a breach of the contract and the Buyer shall not be entitled to claim compensation for such failure or for any consequential loss or damage resulting therefrom.
8.4. Subject to the provisions of sub-clause 8.3 above, where despatch or delivery or completion of the work is delayed by more than 30 (thirty) days beyond the date given in the contract, the Buyer shall grant the Seller a reasonable extension period and, if upon the expiry of the extension period the goods have not been despatched or delivered or the work has not been completed, the Buyer may forthwith by notice in writing terminate the contract and in such circumstances the Buyer shall pay at the contract rate for all goods sold or work done by the Seller to the actual date of termination and neither party shall have any further liability to the other in respect of the goods undelivered or work not completed.
8.5. If at the date on which the Seller is ready to despatch or deliver the goods the Buyer delays acceptance thereof for any reason whatsoever, the goods will be stored by the Seller but the Buyer shall pay to the Seller an amount equivalent to what the Buyer would be liable to pay if the goods had in fact been despatched or delivered together with reasonable storage charges for the period of delay and the cost of any additional handling and transporting incurred. If on the expiry of 30 (thirty) days after the date on which the Seller is ready to despatch or deliver the goods the Buyer has not accepted the goods, the Seller reserves the right immediately to cancel the Buyers order. This cancellation shall entitle the Seller to dispose of the goods and obtain from the Buyer compensation for loss of profit in addition to any other sums due to the Seller under these conditions.
8.6. Claims in respect of incomplete or incorrect supplies or of goods damaged in transit must be notified to the Seller as soon as possible and in any event not later than 7 (seven) days after receipt of the goods at the place of destination.
8.7. Claims in respect of non-delivery of goods must be made as soon as possible and in any event within 7 (seven) days of the receipt by the Buyer of the Sellers invoice.
8.8. When deliveries are spread over a period, each consignment will be despatched and each notice will be treated as a separate account and payable accordingly.
8.9. At the option of the Seller, goods sold to the Buyer may be delivered in two or more instalments and, in that event, each instalment shall be deemed to form a separate contract and failure to deliver or defective delivery of any one instalment shall not constitute a breach of contract in respect of other instalments.
9. Contracts for Work
9.1. If the contract is for and includes work to be done by the Seller whether of installation, commissioning, repair, rectification, or improvement, then, unless the contract otherwise provides, the following additional provisions shall apply thereto:
9.2. Work carried out at the Buyer’s premises or on the Buyer’s request at the site of any other person, then the Buyer shall undertake to provide or to procure the provision of:
a) Proper and safe storage and protection of all goods, tools, plant equipment and materials on site;
b) Free and safe access to the site and to the place at which the work is to be carried out;
c) All facilities and services necessary to enable such work to be carried out safely and expeditiously.
10. Warranties, Liabilities and indemnity
10.1. The Seller will within a period of 12 months from the date of delivery of Goods and from the date of provision of Services, in respect of Goods and/or Services which are proved to the reasonable satisfaction of both parties to be damaged or defective, or not to comply with the agreed specification due to defects in material, workmanship or design (other than a design made, furnished or specified by the Buyer), repair, or at its option replace, such Goods, and/or re-perform or at its option refund the price of such Services. This obligation will not apply where:
10.1.1. the Buyer has improperly used the Goods in any way whatsoever, or the Goods have been subjected to misuse, unauthorised repair, damage, negligence, adverse weather conditions and/or alteration;
10.1.2. the Buyer has not complied with any instructions relating to preparation of the surfaces and areas to which the Goods are applied, and/or such surfaces or areas have been subjected to previous workmanship by third parties and/or contain latent defects;
10.1.3. damage, discolouration or failure to painted surfaces has occurred through no fault of the Seller;
10.1.4. the Seller carries out work which is not provided for in the Order Confirmation, and is beyond the scope of the Services;
10.1.5. the Buyer has not complied with any instructions as to use and care of the Goods in all respects; or
10.1.6. the Buyer has failed to notify the Seller of any problem or suspected problem within 2 days of the provision of the Services and/or supply of the Goods.
10.2. Any repaired or replacement Goods or re-performed Services will be liable to repair or replacement (or re-provision or, at the Seller’s option, refund) under the terms specified in Condition 8.1 for the unexpired portion of the 12 month period from the original date of delivery of the replaced Goods or from the original date of provision of the re-performed Services.
10.3. The above warranty does not extend to parts materials or equipment not manufactured by the Seller in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
10.4. The Seller accepts liability for personal injury or death caused by the negligence of the Seller or its employees (acting within the course of their employment or duties and the scope of their authority) and for any other matter for which it would be illegal to exclude or attempt to limit or exclude its liability.
10.5. Except as provided in Condition 10.4, the Seller will be under no liability to the Buyer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or for any direct, indirect or consequential loss (all three of which terms include, but are not limited to, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with:
10.6. Any breach by the Seller of any of the express or implied terms of the Contract;
10.7. Any of the Goods and/or Services (including but not limited to any use made by the Buyer of any Goods, or of any product incorporating any of the Goods), or the manufacture or sale or supply, or failure or delay in supply, of the Goods and/or Services by the Seller or on the part of the Seller’s employees, agents or sub-contractors; or
10.8. Any non-fraudulent statement made or not made, or advice given or not given, by or on behalf of the Seller.
10.9. Except as set out in Condition 8.4, the Seller hereby excludes to the fullest extent permissible in law, all express (other than those set out in the Contract) or implied, statutory, customary clauses, warranties and stipulations or otherwise which, but for such exclusion, would or might subsist in favour of the Buyer, including (but not limited to) the terms implied by sections 13 to 15 of the Sales of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982.
10.10. The Buyer acknowledges that the above provisions of this Condition 8 are reasonable and reflected in the price which may be higher without those provisions, and the Buyer will accept such risk and/or insure accordingly.
10.11. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods and/or Services if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, causes beyond the Seller’s reasonable control shall include (but not be limited to) the following:
10.11.1. act of God, storm, explosion, flood, tempest, fire or accident;
10.11.2. war (or threat of war), riot, civil commotion or malicious damage;
10.11.3. compliance with any law or governmental order, rule, regulation or direction;
10.11.4. import or export regulations or embargoes;
10.11.5. strike, lock-out or other industrial actions or trade dispute (whether involving employees or the Seller or a third party);
10.11.6. failure of a utility service or transport network;
10.11.7. difficulties in obtaining raw materials labour fuel parts or machinery;
10.11.8. power failure or breakdown of plant or machinery; and
10.11.9. default of suppliers or sub-contractors.
10.12. The Buyer agrees to indemnify, keep indemnified and hold harmless the Seller from and against all direct, indirect or consequential loss (all three of which terms include, but are not limited to, loss of profits, loss of business, depletion of goodwill and like loss), costs, expenses, liabilities, injuries, damages, claims, demands, proceedings or legal costs and judgements which the Seller incurs or suffers as a consequence of direct or indirect breach or negligent performance or failure in performance by the Buyer of any of the terms of the Contract, including in particular (but not limited to) the Buyer’s ongoing obligations.
11.1. The Seller will supply such information to the Buyer to ensure that as far as is reasonably practicable it is reasonably safe and without risk to health when properly used.
12. Intellectual Property
12.1. The copyright subsisting or which subsequently subsists in all documents, drawings, specifications, designs, programmes or any other material prepared by the Seller whether readable by humans or by machines in respect of the goods or work shall belong to the Seller absolutely and they shall not be reproduced or disclosed or used in its original or translated form by the Buyer without the Sellers written consent for any purpose other than that for which they were furnished.
12.2. Notwithstanding any implied warranty or condition as to title or otherwise in relation to the goods supplied hereunder, the Seller shall not be liable to indemnify the Buyer in respect of any claim made or threatened against the Buyer by a third party whether by legal proceedings or otherwise based on a right claimed under letters, patent, trade-mark, copyright (whether registered as a design or not) or breach of confidence unless:
12.3. The Seller shall have been promptly notified of the claim or threat and no admissions shall have been made by the Buyer such as would prejudice the defence of any such claim or threat; and
12.4. The goods shall have been designed by the Seller or made to its design and in any event the Seller’s liability shall be limited to damages and costs awarded by a court of competent jurisdiction in proceedings conducted in accordance with the wishes of the Seller or such sum as may be paid in compromise of such proceedings with the assent of the Seller.
12.5. The Buyer shall indemnify the Seller against any and all liabilities, claims and costs incurred by or made against the Seller as a direct or indirect result of carrying out any work required to be done on or to the goods in accordance with the requirements or specifications of the Buyer involving any infringement or alleged infringement of any rights of any third party.
13. Data Protection
13.1. Each party shall comply with its respective obligations under the Data Protection Act 1998 (DPA) in relation to all Personal Data (as defined in the DPA) that is processed by it in the course of performing its obligations under this Agreement.
13.2. Without prejudice to the generality of the above, the Company shall maintain sufficient technical and organisational measures to prevent unauthorised or unlawful processing of Personal Data and to prevent any loss, destruction or unauthorised disclosure of Personal Data.
14.1. The Seller will credit the purchase price of goods provided that:
a. The goods have not been made to the Buyers specification;
b. The goods do not meet the Buyers requirements;
c. They are returned to the Seller in unused and undamaged condition and in the original packaging within 30 (thirty) days of delivery with a Returns Note stating the reason for return. Any credits or refunds will be made only after receipt and inspection of the goods.
d. No credit will be given by the Seller in respect of delivery, postage or transit charges levied by the Seller, or incurred by the Buyer.
14.2. In the case of return of goods made to the Buyers specification no credit will be given.
15.1. Artwork will be furnished for each non-standard item.
15.2. All artwork, submitted by the Buyer is subject to the Sellers approval. The Seller reserves the right to apply additional charges for any artwork exceeding 2 (two) revisions.
Any notice to be served under these conditions may be given orally in person or by telephone but must be confirmed in writing as soon as possible and in any event within 24 hours to the intended recipient by email.
The waiver by the Seller of any breach of any term hereof shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
Should one clause hereof be invalid the provisions of the remainder hereof shall not be affected and in such case the parties hereto shall co-operate to agree replacement terms which are legally valid in order to achieve as nearly as possible the original intentions of the parties particularly regarding the economic effect of such clause.
The titles of the clauses hereof shall not be taken into account in the construction hereof.
16.5. Governing Law
Any contract in which these terms relate shall be governed by English Law and the parties shall submit to the non-exclusive jurisdiction of the English Courts.
16.6. Entire Agreement
This document contains the whole terms of the contract and no alteration or variation of the terms of the contract shall be valid unless agreed and made in writing by an authorised officer of the Seller, and no waiver of any breach by either party of the terms of the contract shall prejudice the Seller’s strict legal rights hereunder. In the event of any conflict between these terms and any other terms or conditions these terms will prevail. Seaward Safety is committed to maintaining the highest standards of integrity and ethical conduct in all our business activities.