STANDARD TERMS AND CONDITIONS
In these Conditions the following words shall have the following meanings:
1.1 “Additional Services” means the additional services that may from time to time be provided by SMS to the Customer pursuant to Condition 9.
1.2 “Charges” means the charges for service or products.
1.3 “The Customer” means the company, person or organisation whose name and invoice address is set out in the Contract.
1.4 “Consumables” means product supplied.
1.5 “The Contract” means the contract for the supply of the Goods subject to these Conditions, details of which are set out below.
1.6 “The Goods” means the service or products.
1.7 “SMS” Skinner Marine Services Ltd.
1.8 “The Site” means the Customer’s premises specified in the Contract.
2. BASIS OF THE CONTRACT
2.1 In consideration of the Customer paying to SMS the Charges, SMS agrees :
2.1.1 to sell to the Customer the service or product.
2.2 No variation to these Conditions shall be binding unless agreed in writing by an authorised representative of SMS and acceptance of delivery of the Goods shall be deemed to constitute unqualified acceptance of these Conditions.
2.3 SMS’s employees or agents are not authorised to make any representation concerning the Goods unless confirmed in writing by a director of SMS from time to time.
2.4 No order submitted by the Customer shall be deemed to be accepted until confirmed and accepted by SMS verbally.
3. PRICE AND QUOTATIONS
3.1 The price quoted for the Goods does not allow for time spent on testing, user training, additional documentation, modifying, maintaining or implementing the Goods and traveling to the Site, unless otherwise agreed in writing.
3.2 Quotations represent no obligation until SMS accepts the Customer’s order.
4.1 SMS reserves the right, by giving notice to the Customer at any time prior to delivery, to increase the Charges to reflect any increase in costs to SMS.
4.2 For all new customers, SMS will require payment in advance in respect of the Charges identified in the Contract as being in respect of the service or product supplied. Credit account applications will be considered and granted solely at the discretion of SMS for future contracts.
4.3 Unless otherwise stated, all credit invoices shall be settled within 30 days from the date of invoice.
4.4 No cash or settlement discount will be allowed.
4.5 Payment will be made in accordance with these terms by the Customer for each consignment of Goods delivered (whether the Goods delivered are the whole or only part of the Goods ordered).
4.6 If any sum payable under the Contract or under any other separate contract between SMS and the Customer is not paid on the due date then (without prejudice to SMS other rights and remedies) SMS reserves the right:
4.6.1 to charge interest on such sum on a day to day basis (whether or not as before any judgment) from the due date to the date of payment (both dates inclusive) at the rate of five (5) per cent above the base rate of the Bank of England for the time being in force; and/or
4.6.2 require the return by the Customer of any stock or parts provided to it by SMS in the course of performance of its obligations under the Contract; and/or
4.6.3 suspend any future deliveries or services including the performance of any of SMS’s obligations under Condition 6.
4.7 Unless otherwise agreed, in the case of sole proprietorships, partnerships or private limited companies, the owners, principals or directors of the business will provide personal guarantees to ensure that all overdue debts are recovered.
4.8 The Charges are unless stated otherwise exclusive of VAT which shall be payable by the Customer in addition.
5.1 Delivery dates are estimates only and SMS shall not, except as provided in this Condition 5, be liable for direct, indirect or consequential loss arising from part, late or non-delivery, and any other condition of force majeure.
5.2 All Goods supplied by SMS shall be examined and checked immediately upon receipt by the Customer. Unless SMS is notified on the date of receipt of a consignment of any alleged shortage or error in such consignment or all and any alleged breakages, damage or loss in transit, no claim whatsoever will be entertained by SMS.
5.3 SMS will, in respect of Goods lost or damaged in transit, repair or replace the same free of charge provided that not only SMS, but also its carrier, are notified, and that any damaged packing is retained for inspection.
5.4 In the event of a request to postpone delivery, SMS reserves the right to invoice the Customer on the requested date of delivery in accordance with SMS payment terms and to arrange and charge for storage and insurance of the Goods.
6. HARDWARE GUARANTEE AND SOFTWARE LICENCE
6.1 All Goods: the following additional Conditions apply to all products supplied by SMS:
6.1.1 The Customer accepts that SMS does not represent or warrant that the Goods supplied will be fit for any purpose or meet the specific needs and requirements of the Customer’s business. Whilst every effort shall be made by SMS to guide the Customer to select or specify the most suitable product, the Customer assumes full responsibility for the choice and adequacy of the product. In the case of computers, the Customer shall agree to be responsible for the supervision, management and control of the computer system
6.1.2 No guarantees shall apply in cases where goods or samples are supplied free of charge.
6.2 Except as expressly provided in these Conditions, all warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.
7. OWNERSHIP AND RISK
7.1 On delivery of the Goods the risk shall pass to the Customer but the ownership shall remain with SMS for a period of 45 days after delivery or until full payment has been received from the Customer with each order being considered as a whole, whichever is later. Risk shall pass to the Customer upon delivery to Site or for products delivered FOB upon delivery on board a ship or aircraft. SMS shall be entitled to enter the Customer’s premises to re-possess the Goods.
Until such times as all monies are paid over to SMS for goods delivered, the ownership of the goods shall remain with SMS Ltd and SMS will be fully entitled to repossess the goods from customers premises.
7.2 On delivery of the Goods, all risk shall pass to the Customer who shall until such time as ownership in the Goods passes to the Customer, be responsible for insuring the Goods to their full replacement value.
8.1 The following provisions set out SMS’s entire liability (including any liability for the acts and omissions of its employee’s agents and sub-contractors) to the Customer in respect of the following which for the purposes of this condition shall be referred to as “Events of Default”:
8.1.1 any breach of its contractual obligations arising under the Contract; and
8.1.2 any representation (except fraudulent) statement or tortious act or omission including negligence arising under or in connection with the Contract.
8.2 SMS’s liability to the Customer for death or injury resulting from its own or its employees’, agents’or sub-contractors ‘negligence or fraudulent misrepresentation shall not be limited.
8.3 SMS shall not be liable to the Customer in respect of:
8.3.1 loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or SMS had been advised of the possibility of the Customer incurring the same;
8.3.2 any loss of or damage to data stored on the Customer’s computer system(s);
8.3.3 any loss arising as a result of any computer virus, logic bomb or other invasive program introduced to the Customer’s computer system(s).
9. ORIGIN OF GOODS
SMS makes no representation and gives no warranty in respect of the source or origin of manufacture of the Goods or any part thereof.
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