Terms and Conditions of Business
1 Definitions
In these conditions ‘the Seller/Company’ means Sail Shape Ltd, ‘the Buyer/Purchaser’ means the person, firm or company to whom the Seller agrees to sell or supply the Goods and ‘Goods’ means the items specified in the Purchaser’s order, Seller’s invoice or Seller’s price lists and quotations.
2 Contract
2.1 No Contract is valid unless confirmed by the Seller in writing. The Company’s employees are not authorised to accept representation or promise on the Company’s behalf and no such representation shall be binding on the Company unless confirmed by an authorized representative of the Company in writing. In entering into the Contract the Buyer acknowledges that he/she/it does not rely on and waives any claim for any breach of any such representation not so confirmed.
2.2 The estimate/quotation, which compromises an invitation to treat, is open for a period of 30 days only from the date thereof, provided that the Company has not previously withdrawn it. Any order issued by the buyer is subject to acceptance by the Company.
2.3 All orders for goods shall be deemed an offer by the Buyer to purchase goods pursuant to these conditions.
2.4 Acceptance of delivery of the Goods, commencement of the works or payment (full or partial) for the Goods, whichever is first, shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
2.5 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order submitted by the Buyer and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contact in accordance with its terms.
2.6 The quantity, quality and description of any specifications for the goods shall be those set out in the Company’s quotation if accepted by the Buyer or the Buyer’s order if accepted by the Company.
Variation of Conditions
Unless agreed in writing with the seller, these conditions shall be the only conditions of the Contract.
No oral variations shall be binding and any conditions contained in the Purchaser’s official terms shall be of no effect.
3. Cancellation
3.1 No cancellation by the Buyer is permitted except where expressly agreed by the Director of the Company.
3.2 In the event of any cancellation accepted by the Company the Buyer shall indemnify the Company in full against all losses (including loss of profit), costs, damages, charges and expenses incurred by the Company as a result of cancellation.
4. Prices
4.1 All prices quoted are those ruling at the date of delivery.
4.2 Unless otherwise stated all prices quoted are net ex-works exclusive of VAT.
4.3 The Company reserves the right at any time prior to delivery of the Goods to adjust the price to take account of any increase in the cost of raw materials, parts, labour and services or any currency fluctuations affecting the cost of imported materials and products.
4.4 When the Company gives an estimation or indication of price it exercises skill and judgment in doing so. Such estimates are based on the information available at the time and do not include the costs of additional labour, goods or other works found necessary to complete the work or any extension to the work comprised in the estimate.
4.5 The Company will inform the Buyer promptly of any proposed increase in estimated pricing and will only proceed with the written consent. The Buyer remains liable for all works undertaken and goods delivered.
5. Terms of Payment
5.1 At the point of order a 50% deposit will be required in pounds sterling from the Buyer (including the VAT element), with the remaining 50% being due for payment before delivery of the Goods.
5.2 The Buyer will pay all sums due to the Company before delivery of the goods, unless otherwise agreed by both parties.
5.3 Time for payment shall be of the essence.
5.4 No payment shall be deemed to have been received until the Company has received clear funds.
5.5 The Company reserves the right to charge 3.5% interest on any payments made by credit card.
5.6 The Company reserves the right to charge a fee of £25 for any dishonoured cheques to cover any administrative costs.
5.7 The Company reserves the right to charge the Buyer interest on any overdue amount at the rate of 5% per month above the base rate of Barclays Bank plc, accruing on a daily basis until payment is made, be compounded quarterly, and be payable upon demand.
5.8 The Buyer shall make all payments due under the Contact in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
5.9 The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering any order.
5.10 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel any Contract or suspend any further deliveries to the Buyer.
6. Delivery/Completion
6.1 Any dates specified by the Company for completion of the goods are intended to be an estimate and time for completion/delivery shall not be made of the essence by notice. If no dates are so specified, completion will be within a reasonable time.
6.2 The Company will not be liable for any loss whatsoever or howsoever arising caused by its non-delivery or by the failure to make Goods ready for collection on the due date.
6.3 The Buyer will be informed of completion and must collect goods within 10 days of being so informed.
6.4 If the Buyer fails to collect or take delivery of Goods or fails to give the Company adequate delivery instructions at or by the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Company’s fault) then without prejudice to any other right or remedy available to the Company the Company may:
i) Store the Goods until actual collection/delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
ii) Sell the Goods at the best priced readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer any excess over the price under the contract or charge the Buyer for any shortfall below the price under the Contract.
6.5 The Company reserves the right to deliver any Goods ordered by separate instalments. Each separate instalment will be invoiced and paid for in accordance with the provisions of the Contract.
6.6 Each instalment will be a separate Contract and no cancellation or termination of any one Contract relating to an instalment will entitle the Buyer to repudiate or cancel any other Contract or instalment.
6.7 The Company shall not be liable for non-delivery of Goods unless written notice is given to the Company within 3 days of when the Goods would in the ordinary course of events have been received.
6.8 Any liability of the Company for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice raised for such Goods.
7. Risk
7.1 Risk in the goods shall pass to the Buyer when the goods are delivered to or collected by the Buyer or its agent.
7.2 Notwithstanding risk in the Goods passing in accordance with clause 7.1 hereof title in the Goods shall not pass to Buyer until provisions of paragraph 8 hereof have been satisfied.
8. Retention of Title Provision
8.1 In spite of delivery having been made ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the goods (including any VAT and any additional charges), and any other sums whatever due from the Buyer to the Company.
8.2 Until property in the goods passes to the Buyer in accordance with clause 8.1 the Buyer shall hold the Goods on a fiduciary basis as the Company’s bailee. The Buyer shall store the Goods (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company’s property.
8.3 The Buyer shall maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company.
8.4 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
8.5 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or where the Buyer’s right to possess them has terminated, to recover them.
9. Quality
9.1 The Buyer is under a duty wherever possible to inspect the Goods upon delivery/collection.
9.2 The Company shall be under no liability for any defects that would be apparent on careful inspection if the terms of this clause are not met with and, in any event, will be under no liability if a written complaint is not delivered within two days of delivery detailing the alleged fault.
9.3 In all cases where defects are complained of the Company shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Company before any use is made thereof.
9.4 The Company shall not be liable if a defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, use or maintenance of the Goods.
9.5 The Company warrants that (subject to the other provisions of these conditions) upon delivery/collection the Goods will be of satisfactory quality within the meaning of the Sales of Goods Act 1979.
9.6 Subject to conditions 9.2, 9.3 and 9.4, if any of the Goods do not conform with the warranty in condition 9.5 the Company shall at its option repair or replace such Goods or refund the price of such Goods provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods to the Company.
9.7 If the Company complies with condition 9.6 it shall have no further liability for a breach of warranty in condition 9.5 in respect of such Goods.
10. Liability
10.1 Nothing in clause 10 shall be deemed to exclude or restrict the Company’s liability for death or personal injury resulting from negligence, or fraudulence, or its obligations under applicable law.
10.2 Each of the sub-clauses in clause 10 is to be treated as separate and independent.
10.3 Exclusion of consequential loss.
The Company shall not be responsible for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of a duty in contract or in any other way (including loss arising from the Company’s negligence). Non-exhaustive illustrations of consequential or indirect loss would be:
– Loss of profit
– Loss of contract
– Damage to property of the Buyer or anyone else, and
– Personal injury to the Buyer or anyone else (except so far as such injury is attributable to the Company’s negligence).
10.4 The Company’s total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company’s negligence or otherwise) shall not exceed the contract price.
10.5 The Buyer may be liable for any loss, damage or injury to property or person caused by them or their agents. The Buyer is advised, where appropriate, to maintain adequate insurance cover to cover third party liability.
11 Insolvency or other default
If the Buyer fails to make payment for the Goods in accordance with this Contract or commits any other breach of this Contract or if any distress or execution shall be levied on any of the Buyer’s Goods or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition is presented against the Buyer or if the Buyer is unable to pay its debts as they fall due or if being a Limited Company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a Receiver, Administrator, Administrative receiver or Manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogues proceedings under foreign law all sums outstanding in respect of the goods shall become payable immediately. The Company, in its absolute discretion and without prejudice to any other rights which it might have, may:
11.1 Suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability upon its part and
11.2 Exercise any or all of its rights pursuant to clause 8.
12 Permissions to work
12.1 No other works shall commence on the vessel whilst the Company’s employees are undertaking agreed works to the vessel, excepting minor running repairs or minor works carried out by the owner of the vessel or his authorised agents, not causing interference to the Company’s works being undertaken.
12.2 Any persons accessing the vessel do so at their own risk and the Company shall not be liable for any consequential or indirect loss or injury.
12.3 The Company reserves the right to move any vessel, equipment or other goods at their discretion for reasons of safety or appropriate and good management.
13. Force majeure
The Company reserves the right to defer the date of delivery or to cancel the Contract if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 120 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
14. Intellectual Property
The Company retains all its intellectual property rights to the products, including designs and trademarks.
15. Headings
The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.
