Terms of Use - Intermarine

Terms of Business for Commercial Customers

1.Interpretation

1.1 In these Conditions words and expressions used shall have the meanings set out in the attached Schedule.

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.4 Words in the singular include the plural and the plural include the singular and use of any gender includes the other genders.

2. Environment

2.1 It is the policy of the Company to conduct its business activities in an environmentally responsible manner and to assess the environmental impact of its current and future operations on the environment. It is committed to compliance with environmental legislation and industry recognised codes of practice and continually seeking to improve its environmental performance focussing on the following areas:

2.1.1 the reduction of pollution, emissions and waste;

2.1.2 transportation;

2.1.3 the management of hazardous substances;

2.1.4 utilities consumption;

2.1.5 the protection of nature;

2.1.6 seeking similar environmental standards from suppliers and contractors; and

2.1.7 raising environmental awareness amongst its employees.In accepting a Quotation of the Company with its Order the Client undertakes to cooperate and adhere to this policy.

3 Formation of Contract

3.1 The Company shall supply and the Client shall purchase the Goods and/or the Services (as applicable) in accordance with any Quotation which is accepted by the Client by means of an Order, which Order is then subsequently accepted by the Company by means of an Acknowledgment of Order, subject in all cases to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions.

3.2 No terms or conditions endorsed on, delivered with, or contained in an Order, or other document nor any specification received by the Company from the Client shall form part of the Conditions unless specifically referred to and accepted by the Company in its Acknowledgment of Order.

3.3 Any Quotation or Order is given or received on the basis that no contract shall come into existence until the Company confirms the Order in Writing by means of an Acknowledgment of Order. No Order submitted by the Client in relation to a Quotation provided by the Company shall be deemed to be accepted by the Company unless and until confirmed in Writing by an authorised representative of the Company in an Acknowledgment of Order.

3.4 The Company’s employees or agents are not authorised to make any representations concerning the Goods and/or the Services unless confirmed by the Company in Writing. In entering into the Contract the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.5 Any advice or recommendation given by the Company, its employees or agents to the Client or the Client’s employees or agents as to the storage, application or use of the Goods and/or the Services (as applicable) which is not confirmed in Writing by the Company is followed or acted upon entirely at the Client’s own risk and accordingly (subject to the provisions of condition 16.1.2) the Company shall not be liable for any such advice or recommendation which is not so confirmed.

3.6 Unless agreed to the contrary by the Company in Writing the Client shall be deemed to have satisfied itself that the Goods and/or the Services (as applicable) are suitable for the intended purpose and for use in the location proposed in accordance with the Company’s then current data sheet “Design Criteria”. The Company accepts no responsibility for any loss or damage resulting from such unsuitability.

3.7The descriptions and illustrations supplied by the Company or appearing in any brochure or other advertising material of the Company are not in the nature of design specifications and are intended merely to present a general impression of the Goods and/or the Services (as applicable) and nothing contained in them shall form part of the Contract.

3.8 Any typographical, clerical or other error or omission in any sales literature, Quotation, price list, Acknowledgment of Order, invoice or other document or information issued by the Company shall be subject to correction without liability on the part of the Company.

4 Orders and Specifications

4.1 The Client shall be responsible to the Company for ensuring the accuracy and completeness of any Quotation, Order and related Specification and for giving the Company any necessary information relating to the Goods and/or the Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms and conditions.

4.2 The nature, quality and description of the Goods and/or the Services shall be those set out in the Quotation and any related Specification unless otherwise agreed in Writing by the Company.

4.3 The Company shall at no time be obliged or required to accept or to comply with any requirement or instruction of the Client or other person unless accepted by the Company in Writing. Without prejudice to the generality of the foregoing the Client acknowledges that the Company shall at no time be obliged or required to accept or to comply with any requirement or instruction of the Client or other person where compliance therewith would or may in the Company’s reasonable opinion result in the Company omitting or becoming involved in a criminal or other unlawful act or omission.

4.4 The Company reserves the right to make any changes in the Specification of the Goods and/or the Services (as applicable) which are required to conform to any applicable safety or other statutory requirements.

4.5 No Order which has been accepted by the Company by means of an Acknowledgment of Order may be cancelled by the Client except with the agreement in Writing of the Company and on terms that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and any materials used), damages, charges and expenses incurred by the Company as a result of cancellation.

5 Price of the Goods and/or the Services

5.1 The price of the Goods and/or the Services (as applicable) shall be the price stated in the Quotation or where no price has been detailed in the Quotation the price shall be the then current charge of the Company for such Goods and/or the Services (the “Price”). All Quotations are valid for 30 days only from Quotation date unless otherwise agreed in Writing by the Company after which time they may be altered by the Company without giving notice to the Client.

5.2 The Company reserves the right, by giving notice to the Client at any time before delivery, to increase the Price of the Goods (and/or where relevant the Services) to reflect any increase in the costs to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, current regulation, alteration of duties), any change in supply dates, quantities or specifications for the Goods and/or the Services which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give the Company adequate information or instructions.

5.3 The Price is exclusive of any applicable value added tax and any other relevant sales tax, which the Client shall be additionally liable to pay to the Company.

5.4 Prices quoted by the Company do not include delivery or unloading unless expressly stated in Writing to the contrary. In cases where the cost of delivery has been included in the Price quoted, this will be deemed to cover such cost over roads in a suitable condition for the passage of normal road haulage vehicles unless the parties expressly agree to the contrary in Writing.

6 Terms of Payment

6.1 Time for payment of the Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

6.2 Where a Client has agreed a credit account with the Company in Writing invoices will be raised for the Goods and any Services relating to such Goods on despatch of the Goods and must be paid 30 days from that date. No payment shall be deemed to be received until the Company has received cleared funds in full of the amount invoiced.

6.3 Subject to condition 6.2, unless otherwise stated in the Quotation or agreed by the Company in Writing full payment in cleared funds for Goods ordered and delivered in the UK and any Services relating to such Goods must be made within 7 Working Days prior to the notified despatch date of the Goods.

6.4 Unless otherwise agreed by the parties in Writing there shall be provided for Goods and/or the Services (as applicable) ordered and delivered outside the UK with the Client’s Order an irrevocable letter of credit in favour of the Company confirmed by a British Clearing Bank for the full amount of the Price (which shall be deemed to include relevant duties, shipping and transport costs if applicable) payable in pounds sterling on presentation of a commercial invoice and certified bill of lading. All bank charges in relation to such letter of credit including any relating to confirmation are for the account of and payable by the Client.

6.5 The Client shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement, retention (unless otherwise agreed in Writing by the Company ) or otherwise.

6.6 If the Client 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

6.6.1 terminate the Contract with immediate effect or suspend any further supplies to the Client without penalty and at such point all outstanding sums due at any time from the Client to the Company and still unpaid will become immediately payable; and/or

6.6.2 appropriate any payment of the Client to such of the Goods and/or the Services (or the Goods and/or the Services supplied under any other contract between the Client and the Company) as the Company may think fit; and/or

6.6.3 charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of 2 per cent per month from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); and/or

6.6.4 charge the Client for the cost of storage of any Goods and of any equipment relating to the Services pending payment.

7. Delivery and Passing of Risk

7.1 Time for supply of the Goods shall not be of the essence. All despatch dates quoted are estimates only and do not form part of the Contract unless expressly agreed by the Company in Writing.

7.2 Where the Goods and/or the Services are to be supplied in stages each supply shall constitute a separate Contract and failure by the Company to supply any one or more of these stages of Goods and/or Services in accordance with the Conditions or any claim by the Client in respect of any one or more such stages shall not entitle the Client to treat the Contract as a whole as repudiated or reject the other instalments.

7.3 If the Company fails to supply the Goods and/or the Services for any reason other than where due to any cause beyond the Company’s reasonable control or where due to the Client’s fault or breach of the Contract, then the Company’s liability shall be limited to replacing the Goods and/or performing the Services (as the case may be) within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods and/or Services. The provisions of condition 12 apply where the Company fails to supply the Goods and/or the Services for any reason beyond its reasonable control. If the Company fails to supply the Goods and/or the Services as a result of the Client’s fault or breach of the Contract then the Company shall be entitled to exercise the rights set out in conditions 6.6.1 and 8.

7.4 The Company will not be responsible for delivery unless agreed in Writing in its Acknowledgement of Order. It is acknowledged that:

7.4.1 where the Company is not responsible for delivery the risk in the Goods passes to the Client when the Goods are despatched from the Company’s or its agent’s works and the Company accepts no responsibility for any damage, shortage or loss in transit; and

7.4.2 where the Company undertakes to be responsible for delivery in its Acknowledgement of Order, the risk in the Goods passes to the Client at the time of delivery and any claims for any damage in transit, shortage, under delivery or loss must be made in Writing to the Company within 24 hours of the delivery date failing which the Company will not be liable.

7.5 Time for the performance of the Services is not of the essence. All given timescales for performance of the Services are estimates only and the Company shall not be responsible for any delay in performing the Services.

8 Storage

8.1 If the Company does not receive forwarding instructions or it is prevented by the Client from delivering the Goods within 7 days after notification that the same are ready for despatch in accordance with the Company’s Acknowledgement of Order, then the Company shall be entitled to remove and store the Goods and to recover from the Client the cost of storage and transport thereto and therefrom and invoice the Client for the Goods in accordance with conditions 5 and 6.

9 Installation

9.1 Installations that involve piling, dredging or other civil engineering works are subject to special additional conditions as notified to the Client by the Company in Writing.

9.2 If the Company’s Quotation includes site assembly and it is not covered by a separate contract the Client agrees that the following conditions must be fulfilled or the Client shall be liable to meet the additional costs arising as a result:

9.2.1 a suitable hard access to the water shall be available with sufficient width and headroom to permit the use of cranes, lorries and any other equipment that is reasonably necessary; and

9.2.2 the Company, its servants or agents shall be able to undertake such work during normal working hours without interruption.

9.3 Both the Client and the Company undertakes to the other in relation to all construction site works that it will comply with the CDM Regulations.

9.4 Regardless of whether the construction site works are notifiable under the CDM Regulations the Client shall at the date of its Order identify and supply to the Company any relevant pre-contract information which will or is likely to affect the construction site works (including but not limited to services and working restrictions).

9.5 Where the construction site works are notifiable under the CDM Regulations:

9.5.1 the Client shall notify the Company of the identities of the CDM Coordinator and the Principal Contractor ( these roles will not be undertaken by the Company unless specifically agreed to by the Company in Writing );

9.5.2 the Client shall ensure that the Company is supplied with any updates or revisions of the Construction Phase Plan by the Principal Contractor

9.5.3 the Company shall comply at no cost to the Client with all reasonable requirements of the Principal Contractor relating to compliance by the Company with the CDM Regulations; and

9.5.4 within the time reasonably required in Writing by the Client, the Company shall provide to the Client such information as reasonably necessary to enable the Client to complete the health and safety file.

9.6 In the event that the Client undertakes the installation and the Company provides a “supervisor” the responsibilities of the supervisor shall be limited to technical advice only.

10 Transfer of ownership and retention of title

10.1 Notwithstanding delivery and the passing of risk in any Goods supplied or any other provisions of these Conditions, ownership in the Goods shall not pass to the Client until the Company has received in cash or cleared funds payment in full of the Price of the Goods and all other Goods and all Services relating to any Goods agreed to be supplied by the Company to the Client for which payment is then due.

10.2 Until such time as ownership in any of the Goods passes to the Client the Client shall hold the same as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Client and third parties and properly stored, protected and insured and identified as the Company’s property.

10.3 If the Client shall resell or use the Goods in the ordinary course of its business before ownership of the Goods has transferred to it then such sale must be made at full market value with the Client dealing as principal

10.4 In the event the provisions of condition 10.3 apply then the Client shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Client and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

10.5 Any right of the Client to possess the Goods will terminate immediately if the provisions of condition 13.1 apply

10.6 Until such time as ownership in any of the Goods passes to the Client the Company shall be entitled at any time to require the Client to deliver up the Goods to the Company and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Goods are stored and repossess the same and the Client grants the Company, its agents and employees an irrevocable licence for such purpose.

10.7 The Client grants the Company, its employees and agents 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 Client’s right to possession has terminated, to recover them.

10.8 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.

10.9 On termination of the Contract, howsoever caused, the Company’s rights contained in this condition 10 shall remain in effect.

11 Warranties and Liability

11.1 Subject to the provisions of condition 11.2 below the Company warrants that the Goods and/or the Services (as applicable) will correspond with the Specification at the time of delivery and/or performance respectively and will be free from defects in materials and workmanship for a period of 12 months from the date of their initial supply and that any Services will be provided using reasonable care and skill.

11.2 The warranty in condition 11.1 is given by the Company subject to the following conditions: –

11.2.1 the Company shall be under no liability in respect of any defect in the Goods and/or the Services arising from any drawing, design or specification (whether this is the Specification or not) supplied by the Client

11.2.2 ;the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in Writing) or to use the Goods and/or the Services in accordance with the Company’s design specifications or from misuse or alteration or repair of the Goods and/or the Services without the Company’s prior approval in Writing;

11.2.3 the Company shall be under no liability under such warranty (or any other warranty, condition or guarantee) if the total Price for the Goods and/or the Services (as applicable) has not been paid by the due date for payment; and

11.2.4 such warranty does not extend to equipment not manufactured by the Company in respect of which the Client shall only be entitled to the benefit of any such warranty or guarantee as the Company is reasonably able to obtain from the manufacturer for the Client’s benefit.

11.3 Subject as expressly provided in the Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

11.4 Any claim relating to the Goods and/or the Services by the Client under condition 11.1 must be made in Writing to the Company within 12 months from the date of their initial supply.

11.5 In the event a claim is made under condition 11.1 as a result of the Goods and/or the Services failing to correspond with any relevant Specification or as a result of the Goods and/or the Services (as applicable) being defective in material and workmanship then (subject to the provisions of condition 16) the Company’s liability is limited to either repairing or replacing the Goods and/or re-performing the Services (or the defective part thereof) or at the Company’s option to refund the Price of such Goods and/or the Services already paid by the Client to the Company provided that the Client shall, if the Company so requests return the defective Goods to the Company. Any such claim under condition 11.1 must be made immediately upon the Client becoming aware of such a claim. Under no circumstances will the Company be liable for such a claim unless it has received notice of the claim within 1 month of the expiry of the guarantee period referred to in condition 11.1 above.

12 Force Majeure

12.1 The Company shall not be liable to the Client 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 Company’s obligations in relation to the Goods and/or the Services, if the delay or failure is or was due to any cause beyond the Company’s reasonable control.Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:

12.1.1 act of God, explosion, flood, tempest, exceptional weather conditions, fire or accident;

12.1.2 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

12.1.3 import or export regulations or embargoes;

12.1.4 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);

12.1.5 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

12.1.6 power failure or breakdown in machinery; and

12.1.7 acts or omissions of third parties

13 Insolvency of Buyer

13.1 If :-

13.1.1 the Client becomes bankrupt, insolvent or enters into liquidation or receivership or is the subject of an application for an administration order or suffers an administrative receiver to be appointed in relation to the whole or any part of its assets or makes a composition or arrangement with any creditor or suffers any judgment to be executed in relation to any of its property or assets or undergoes an equivalent or analogous procedure; or

13.1.2 an encumbrancer takes possession, or a receiver, manager, administrator or administrative receiver is appointed, over any of the property or assets of the Client, or

13.1.3 the Client ceases, or threatens to cease, to carry on business; or

13.1.4 the Client suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe and/or perform any of its obligations under the Contract or any other contract between the parties to the Contract, or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or

13.1.5 the Client encumbers or in any way charges any of the Goods.then the provisions of condition 13.2 shall take effect.13.2 Without prejudice to any other right or remedy available to the Company, the Company shall be entitled to terminate the Contract or suspend any further supplies and performance under the Contract without any liability to the Client, and if the Goods (and where relevant the Services) have been delivered but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.13.3 Any termination of the Contract will not prejudice any rights or liabilities accrued to the Company as at termination.

14 Health and Safety Obligations

14.1 The Client must take all reasonably practicable steps under the Health and Safety at Work Act 1974 and all other applicable legislation and codes of practice to ensure the safety of, among others contractors working on or at its property or site and to provide a safe place of work and a safe system of work and to comply with the above Act and all other relevant health and safety legislation or regulations applicable to the work to be undertaken. In the event of the Client failing to so comply with any of its obligations under this condition 14 the Company shall be under no obligation to carry out any Services it had agreed to carry out pursuant to the Contract and the Client shall be responsible for and shall indemnify the Company for all loss, liability or damage suffered by the Company, its servants or agents whether direct, indirect or consequential including loss of profits arising as a result of the Client’s failure to so comply.

15 Intellectual Property

15.1 For the purpose of this condition 15 intellectual property rights include, without limitation, copyright, patent rights, utility models, rights to inventions, domain names, rights in computer software, service marks, trademarks, rights in goodwill or rights to sue for passing off, design rights, data base rights, know how, trade secrets, technical information, confidential process information, trade and business names, proprietary information and all similar rights whether registered or not and all rights to apply for such registrations which subsist now or in the future in any part of the world (“Intellectual Property Rights” ).

15.2 All Intellectual Property Rights in the Goods and/or the Services (as applicable) and any documents, drawings, specifications, materials, data or other information provided by the Company to the Client belong to the Company and are to be forthwith returned to the Company by the Client upon the Company’s request.

16 Limitation of Liability

16.1 Nothing in the Contract shall exclude or limit either party’s liability for:- 16.1.1 death or personal injury caused by its negligence;16.1.2 fraudulent acts or fraudulent misrepresentation; nor16.1.3 any other liability that cannot be excluded in law.

16.2 Subject to condition 16.1 the Company is not to be liable whether in contract (whether by way of guarantee, warranty, indemnity or otherwise) tort (including without limitation, negligence), misrepresentation (other than fraudulent misrepresentation), breach of statutory duty or otherwise in respect of these Conditions:-

16.2.1 for consequential or indirect loss; nor

16.2.2 for loss of revenue, contract, future business or future income or for damage to the Client’s goodwill;howsoever arising.

16.3 Subject to the provisions of condition 16.1 in the event of the Company being liable for defective Goods and/or Services or in negligence its liability is limited as provided for in condition 11.5

17 Indemnity by the Client

17.1 The Client shall indemnify the Company against any claim by any person in respect of any loss, liability or damage howsoever caused arising out of or in connection with the Goods and/or the Services to be supplied under the Contract after their receipt by the Client save to the extent that such loss, liability or damage directly results from the Company’s negligence and/or the Company’s default under the terms and conditions of the Contract.

18 Confidentiality

18.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients and suppliers of the other party, the Goods and/or the Services (as applicable) except as permitted by condition

18.2 Each party may disclose the other party’s confidential information:

18.2.1 to its employees, officers or professional advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers or professional advisers to whom it discloses the other party’s confidential information comply with this condition 18; and

18.2.2 as may be required by law, court order or any governmental or regulatory authority.

18.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

19 Notices

19.1 Any notice given under the Contract shall be in Writing, be served by delivering it personally or sending it by pre-paid recorded delivery or registered post (or registered airmail in the case of an address for service outside the United Kingdom) or fax or subject to the provisions of condition 19.3 by e-mail to the address notified by each party to the other (in the case of the Client) in the Order and (in the case of the Company) in the Acknowledgment of Order (or as otherwise notified by either party to the other in Writing). Any such notice shall be deemed to have been received:

19.1.1 if delivered personally, at the time of delivery;

19.1.2 in the case of pre-paid recorded delivery or registered post 72 hours from the date of posting;

19.1.3 in the case of registered airmail, five days from the date of posting; or

19.1.4 in the case of fax and e-mail at the time of transmission.provided that if deemed receipt occurs before 9am on a Working Day the notice shall be deemed to have been received at 9am on that day, and if deemed receipt occurs after 5pm on a Working Day, or on a day which is not a Working Day, the notice shall be deemed to have been received at 9am on the next Working Day.

19.2 In proving service of a notice under the Contract it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party as referred to in condition 19.1 and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery, registered post or airmail letter, or that the notice was transmitted by fax to the fax number of the relevant party notified by that party hereunder.

19.3 A communication sent by e-mail shall not be effective unless the addressee acknowledges receipt of such communication, such acknowledgment to take the form of a return receipt. Any notice given by e-mail shall be deemed to have been duly given when the recipient of the said return receipt is able to access it.

20 Waiver

20.1 No waiver by the Company of any breach of contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

20.2 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract

21 Third Parties

21.1 No terms of the Contract are enforceable under the Contracts ( Rights of Third Parties) Act 1999 by a third party.

22 Severance

22.1 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unreasonable or unenforceable, it shall to the extent of such illegality, invalidity, voidness, voidability, unreasonableness or unenforceability, be deemed severable and the remaining provisions of the Contract and the remainder of such provision (if any) shall continue in full force and effect.

23 AssignmentThe Client may not assign, transfer or sub-contract its rights or obligations under the Contract without the prior written consent of the Company. The Company may assign or transfer the benefit of the Contract to any person, firm or company and may delegate any of its rights and obligations under the Contract to any person, firm or company.

24 Arbitration

24.1 Any dispute arising under or in connection with the Contract shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this condition 24, by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1996.

25 Variation

25.1 No variation of these Conditions shall be binding unless agreed between the authorised representatives of the Client and the Company and confirmed by the Company in Writing.

26 Remedies

26.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

27 Applicable Law

27.1 The Contract shall be governed by the laws of England and Wales.Schedule Definitions“Acknowledgment of Order”means the Company’s acknowledgment in Writing to the Client accepting the Client’s Order;“CDM Regulations”means the Construction (Design and Management) Regulations 2007 or later amendment;“Client”means the person who accepts a Quotation of the Company for the supply of the Goods and/or the Services and whose Order for the Goods and/or the Services is then accepted by the Company by means of an Acknowledgment of Order;“Company”means Intermarine Limited (a company registered in England with registration number 3200735);“Conditions”means the standard terms and conditions of supply set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Client and the Company;“Contract”means the contract for the purchase and supply of the Goods and/or the Services (as applicable), and includes the Conditions;“Goods”means the goods which the Company is to supply in accordance with the Conditions;“Intellectual Property Rights”has the meaning set out in condition 15.1;“Order”means the Client’s notice of acceptance of a Quotation to the Company in Writing;“person”a reference to a “person” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality;“Price”has the meaning set out in condition 5.1 and shall include the amounts referred to in conditions 5.3 and 6.4;“Quotation”means a quotation from the Company to the Client in Writing quoting for the proposed sale of the Goods and/or the Services;“Services”means all labour and ancillary services to be provided by the Company to the Client as are necessary in, or additional to, supplying the Goods and shall be deemed to include any works agreed to be provided by the Company to the Client;“Specification”means the specification in Writing detailing the Goods and/or the Services to be purchased by the Client attached to the Acknowledgment of Order (if any);“Working Day”means Monday to Friday excluding public holidays;“Writing”includes facsimile transmission, electronic mail and comparable means of communication.