TERMS & CONDITIONS
MARINE EXPERTS LIMITED
TERMS AND CONDITIONS OF BUSINESS
1. Interpretation
1.1 In these terms:
“Business Day” means a day (other than a Saturday, Sunday or Public Holiday) when banks in London are open for business
“Client” means the person, firm or body corporate (together with any related holding, subsidiary or associated company) who has engaged The Consultant
“Consultant” means Marine Experts Limited Registered in England and Wales Company No 10115673; Myrtle Cottage, Leighland, Watchet, United Kingdom, TA23 0RP
1.2 Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms: and
(e) a reference to writing or written includes faxes and emails
2. Terms and Conditions of Business
(a) The Client acknowledges and agrees that the Engagement of the Consultant constitutes a binding contract (“the Contract”) between the Client and the Consultant in accordance with these Terms and Conditions
(b) No variation or alteration to these Terms and Conditions of Business can be made without the written consent of The Consultant. These Terms and Conditions of Business shall be the only terms and conditions relevant to the engagement of The Consultant, to the exclusion of all other terms and conditions, including those of the Client
(c) The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Consultant which is not set out in the Contract
(d) These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing
(e) This agreement supersedes all previous agreements between the consultant and the client and excludes all other statements, conditions, terms and warranties both express and implied and those provided by law or statue unless they cannot be excluded by law or statue. Any variations of this agreement are to be agreed in writing and signed by both parties to the agreement. Where the courts determine that a term or terms of this agreement are unreasonable such terms shall be excluded from the agreement whilst the remainder of the agreement shall remain valid in its entirety.
(f) Price, rates and estimates provided by the Consultant do not include sales or value added taxes or customs duties that may be applicable to the work. Prices, rates and estimates shall be valid for a period or three months after they are made.
(g) All expenses and disbursements incurred by the Consultant in pursuance of the work will be charged at the cost.
(h) Consultancy services fall within the U.K. V.A.T. “basic” Place of Supply Rules i.e. supplied it in the country where the client is established. Therefore U.K. V.A.T at the current rate may be added to the invoice. (EC business customers are required to provide their V.A.T number to confirm that their supply of services is subject to the V.A.T rules of that member state.)
(j) Payment is due on presentation of the Consultant’s invoice. Unless otherwise agreed, all payments shall be in pounds sterling. If payment is not made within 30 days of the date of the invoice the Consultant reserves the right to charge interest on any outstanding balance calculated at the rate of 5% above the base rate of Lloyds Bank PLC applying on the date of the invoice.
3. Liabilities
(a) Nothing in these Terms and Conditions of Business shall exclude or restrict any liability of any party for which liability cannot be excluded or restricted by applicable law
(b) The Consultant shall not under any circumstances be liable for:
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Consequential, special or indirect loss or damage
2. Loss of income, profit, interest or anticipated savings suffered or incurred by the Client arising out of, or in connection with, these Terms and Conditions of Business, whether or not the Consultant was aware or could reasonably be expected to have been aware that any such loss, damage or claim could result, whether under contract, tort (including negligence and strict liability) or otherwise; or
(c) If the Consultant’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligations (Client Default):-
(i) the Consultant shall without limiting its other rights or remedies have the right to suspend performance of it’s Services until the Client remedies the Client Default and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Consultant’s performance of any of its obligations
(ii) the Consultant shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Consultant’s failure or delay to perform any of its obligations as set out in the Contract and
(iii) the Client shall reimburse the Consultant on written demand for any costs or losses sustained or incurred by the Consultant arising directly or indirectly from the Client Default
4. Limitation of Liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
4.1 Nothing in these Conditions shall limit or exclude the Consultant’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors or
(b) fraud or fraudulent misrepresentation
4.2 Subject to Clause 4.1
(a) the Consultant shall not be liable to the Client whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract
4.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract
4.4 This Clause 4 shall survive termination of the Contract
4.5 Either party may terminate the agreement after giving notice of termination to the other party in writing. All fees, expenses, disbursements and outstanding obligations incurred by the Consultant shall be paid up until the date of termination.
5. General
5.1 Force majeure:
(a) For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Consultant including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Consultant or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Companies or subcontractors.
(b) The Consultant shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents the Consultant from providing any of the Services for more than four weeks, the Consultant shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
5.2 Assignment and subcontracting:
(a) The Consultant may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Client shall not, without the prior written consent of the Consultant, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
5.3 Notices:
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at [9.00 am] on the [second] Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
(c) This clause shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
5.4 Waiver:
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
5.5 Severance:
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable
5.6 Telephone calls to and from the Consultant may be monitored or recorded for quality assurance and training purposes
5.7 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
5.9 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
5.10 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Consultant.
5.11 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.