Terms & Conditions of Sale

The Order constitutes an offer by the Customer to purchase Goods and/or Services. The Agreement only comes into existence when the Supplier issues a written Order Confirmation. Please quote the assigned order number in all correspondence relating to the Order.

Where any terms are inconsistent with the Order Confirmation, the Order Confirmation prevails. These terms apply to the exclusion of any other terms the Customer seeks to impose, including terms implied by trade, custom, or course of dealing. They prevail over any terms supplied by the Customer.

Samples, drawings, catalogues and advertising material are for illustrative purposes only and do not form part of the Agreement. A quotation is valid for 14 calendar days from issue (unless otherwise stated) and does not constitute a binding contract until an Order Confirmation is issued.

The Supplier may revise these terms from time to time to reflect changes in market conditions, technology, payment methods, or applicable law.

Payment is strictly required prior to despatch of Goods and/or provision of Services, as set out in the Order Confirmation. Where credit has been agreed in writing, invoices are payable within 30 days of the invoice date. Time for payment is of the essence of this Agreement.

Unless otherwise agreed in writing, payment shall be in UK pounds sterling by confirmed irrevocable letter of credit or by telegraphic transfer. The Customer shall also pay all packaging, carriage, handling, shipping, and other incidental costs at the same time as the Price.

The Supplier is under no obligation to supply or deliver Goods or provide Services until payment in full in cleared funds has been received, or an agreed letter of credit has been properly executed to the Supplier’s satisfaction.

Prices are exclusive of VAT and any other sales taxes, which are payable in addition. All amounts are to be paid in full without deduction of taxes, charges, or duties.

The Supplier may charge interest at 3% above the base rate of National Westminster Bank plc on all overdue amounts. Interest accrues daily from the due date and compounds quarterly.

Due to the bespoke nature of the Goods, once an Order is placed and an Order Confirmation issued, the Customer may not cancel or alter the Order without the Supplier’s prior written consent. The Customer may cancel before an Order Confirmation is issued by written notice to the Supplier.

All amounts due must be paid in full without deduction or withholding. The Customer is not entitled to assert any credit, set-off, or counterclaim to justify withholding payment, except where the Customer is a consumer exercising a statutory right under English law.

Unless otherwise stated in the Order Confirmation, charges for Services are on a time and materials basis, based on the Supplier’s standard daily fee rates (8 hours, 8am–5pm on Business Days). Overtime is charged at 150% of the standard rate. Reasonable travel, accommodation, and subsistence expenses are charged in addition.

The Supplier may increase daily fee rates for Services no more than once per 12-month period, with one month’s written notice. The Supplier may also increase the price of Goods before delivery to reflect factors outside its control, including foreign exchange fluctuations, changes in taxes or duties, or increases in labour, materials, or manufacturing costs.

Any deposit or pre-payment paid in relation to Goods and/or Services is non-refundable (unless the Supplier agrees otherwise in writing), as the Supplier will incur considerable time and material costs once an Order Confirmation has been issued. The Customer should arrange appropriate insurance to cover this risk.

Where the Supplier is to deliver to the Customer, delivery charges will be stated on the Order Confirmation and are payable by the Customer.

Supply shall be on the Incoterms 2010 basis specified on the Order Confirmation (DDP, CIF, Ex Works, etc.). Those terms are incorporated into this Agreement to the extent not inconsistent with these conditions.

Any delivery date on the Order Confirmation is an estimate only. Time of delivery is not of the essence.

If Goods appear to be incorrect or damaged on delivery, the Customer must notify the Supplier by telephone immediately on receipt and confirm in writing within 7 days. Failure to do so means the Supplier accepts no liability. Where the Supplier agrees the Goods were damaged or incorrectly supplied, it will replace them — this is the Customer’s sole remedy in such cases.

If the Customer fails to accept Ex Works Goods within 7 Business Days of being notified they are ready, delivery is deemed complete at 9am on the eighth Business Day. The Supplier may charge daily storage at 1% of the Price. After 14 Business Days the Supplier may resell the Goods and charge the Customer for any shortfall.

The Supplier may deliver in instalments if required by operational reasons or stock availability, at no extra cost to the Customer. Each instalment is a separate contract. A delay or defect in one instalment does not entitle the Customer to cancel any other.

The Customer may not reject Goods if the Supplier delivers up to 5% more or less than the quantity ordered, but a pro-rata invoice adjustment will be made.

If the Supplier fails to deliver, its liability is limited to the cost of obtaining equivalent replacement goods in the cheapest available market, less the original Price. The Supplier has no liability for failure to deliver caused by a Force Majeure Event or by the Customer’s failure to provide adequate delivery instructions.

Title to the Goods passes to the Customer only when payment is made in full in cleared UK pounds sterling, including all delivery, packaging, and classification charges.

Until title passes, the Customer must not resell or combine the Goods with other goods. The Customer must keep them separately, clearly marked as the Supplier’s property, held on a fiduciary basis, and insured against all risks for their full price from the date of delivery.

Until full payment is received, the Supplier may require the Customer to deliver up the Goods and may enter the Customer’s (or a third party’s) premises to recover them.

Risk in the Goods passes to the Customer on delivery (or deemed delivery), unless the applicable Incoterm provides otherwise.

The Supplier owns all Intellectual Property Rights in the Goods, Bespoke Goods, and any rights arising out of or in connection with the Services.

The Customer shall not register any Intellectual Property Right in the Goods or Bespoke Goods, and shall keep the Supplier’s rights notices intact. The Customer acknowledges it has no right or licence to manufacture the Goods or Bespoke Goods by virtue of having purchased them.

Any manufacturing data, product information, or other confidential or commercial information supplied by the Supplier shall be held in strict confidence by the Customer and used only for the purposes for which it was supplied.

Nothing in this Agreement limits or excludes the Supplier’s liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of statutory implied terms as to title; defective products under the Consumer Protection Act 1987 (where the Customer is a consumer); or any other matter which cannot lawfully be excluded.

Subject to clause 7.1, the Supplier shall not be liable — whether in contract, tort, misrepresentation, or otherwise — for any loss of profit, indirect or consequential loss, loss of income or revenue, loss of business, loss of anticipated savings, loss of data, or waste of time arising under or in connection with this Agreement.

The Supplier’s total liability to the Customer shall not exceed the aggregate amount of payments actually received by the Supplier in cleared funds for the relevant Goods and/or Services under this Agreement.

The Customer is advised to arrange insurance to cover any loss it may suffer in excess of the limit in clause 7.2.2.

The Supplier shall not be liable for any defect in Goods arising from a specification, drawing, or data provided by the Customer. The Customer is solely responsible for the installation of Goods on any vessel; the Supplier has no liability in connection with such installation.

The Supplier warrants that on delivery, and for 12 months from the date of delivery, the Goods will: conform with their description and Specification; be free from material defects in design, material, and workmanship; be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and be fit for any purpose held out by the Supplier, provided they are correctly installed.

If a valid warranty claim is made during the Warranty Period, the Supplier will (at its option) repair or replace the defective Goods, or refund the price. The Customer must give written notice within a reasonable time of discovery, allow the Supplier to examine the Goods, and (if requested) return them to the Supplier’s premises at the Customer’s cost.

The warranty does not apply where: the Customer continues to use the Goods after notifying a defect; the defect arises from failure to follow the Supplier’s instructions; the defect results from incorrect installation; the defect results from Customer-supplied specifications; the Customer alters or repairs the Goods without written consent; or the defect results from fair wear and tear, wilful damage, negligence, abnormal conditions, or galvanic corrosion.

Each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives of a confidential nature disclosed by the other party. Disclosure is restricted to employees, agents, or subcontractors who need to know it for the purposes of the Agreement, subject to equivalent confidentiality obligations. This clause survives termination of the Agreement.

If the Supplier’s performance is prevented or delayed by any act or omission of the Customer, the Supplier may suspend provision of Goods and/or Services until the default is remedied. The Supplier shall not be liable for any resulting loss, and the Customer shall reimburse the Supplier for any costs caused by the Customer Default.

Either party may terminate with immediate effect by written notice if the other commits a material breach and fails to remedy it within 14 days, or if the other party becomes insolvent, enters administration, has a receiver appointed, ceases to trade, or becomes subject to any equivalent insolvency event.

The Supplier may also terminate by giving the Customer one month’s written notice, or with immediate effect if the Customer fails to pay any amount due on the due date.

Due to the bespoke nature of the Goods, the Customer has no right to terminate this Agreement of its own volition.

The Supplier may suspend all deliveries and Services under this or any other contract with the Customer if the Customer fails to pay any amount due, or if the Customer is (or the Supplier reasonably believes is about to become) subject to any insolvency event listed in clause 11.1.

On termination: the Customer must immediately pay all outstanding invoices and interest; return all Supplier Materials and any unpaid Goods; accrued rights and remedies are unaffected; and clauses expressed to survive termination continue in full force.

The Supplier’s obligations are suspended for the duration of a Force Majeure Event. The Supplier will take reasonable steps to bring the event to a close or find an alternative means of performance.

If a Force Majeure Event prevents supply of Goods and/or Services for more than two weeks, the Supplier may terminate the Agreement immediately by written notice. Any payments made for Goods or Services not provided will be reimbursed after deduction of the Supplier’s out-of-pocket expenses.

The Supplier shall provide the Services in accordance with the Specification and Order Confirmation in all material respects.

The Supplier will use all reasonable endeavours to meet agreed performance dates, but any such dates are estimates only. Time is not of the essence for Services. Where delays arise from circumstances beyond the Supplier’s control, the Services will be completed as soon as reasonably possible.

The Supplier may make changes to the Services as necessary to comply with applicable law or safety requirements, or where changes do not materially affect the nature or quality of the Services. The Supplier will notify the Customer of any such change.

The Supplier warrants that the Services will be provided using reasonable care and skill.

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by English law. Both parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Notices shall be served on the Supplier at its registered address and on the Customer at the address on the Order. Notices may be delivered personally, by first-class post, recorded delivery, commercial courier, or (where agreed) by email. Notices by post are deemed received at 9am on the second Business Day after posting.

A waiver of any right is only effective if in writing. No failure or delay in exercising any right constitutes a waiver of that or any other right.

If any provision is held invalid or unenforceable, it will be deemed deleted to the extent required. The remaining provisions continue in full force.

The Customer may not assign, transfer, or subcontract any rights or obligations without the Supplier’s prior written consent. The Supplier may assign or subcontract any or all of its rights and obligations at any time.

Any variation to this Agreement is only binding when agreed in writing and signed by the Supplier.

Nothing in this Agreement constitutes a partnership or joint venture, nor makes either party the agent of the other.

The Customer acknowledges that its name, address, and payment record may be submitted to a credit reference agency, and that personal data relating to the Customer and its personnel will be processed by and on behalf of the Supplier.

A person who is not a party to this Agreement has no rights under or in connection with it.