TRADE TERMS AND CONDITONS

Nauteas Ltd – Company number: 08934849

Terms and conditions of supply of goods

1. DEFINITIONS

1.1 ‘The Seller’ means Nauteas Ltd

1.2 ‘The Buyer’ means the person, firm or company purchasing goods from The Seller.

2. GENERAL

2.1 The Seller shall sell and the Buyer shall purchase the goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these conditions, which shall govern the contract to the exclusions of any other terms and conditions subject to which any such quotation is accepted or purported to be made by the Buyer.

2.2 Should any goods supplied not conform to their description or sample or not be of merchantable quality then such goods will be refunded or replaced by The Seller.  Such allowance to be limited to the appropriate proportion of the purchase price.  The Buyer shall forfeit the right to claim such an allowance if the claim is not made within seven days of delivery.

2.3 The Goods are intended for the sole use of the Buyer and the Buyer shall not re-sell any Goods purchased unless the Buyer enters in to a separate agreement, which allows for this, with the Seller.

3. PRICE AND PAYMENT

3.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Seller’s published price list in force as at the date of delivery.

3.2 The Seller may, by giving notice to the Buyer at any time up to 5 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:(a) any factor beyond the Seller’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);(b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or(c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.

3.3 The price of the Goods is exclusive of the costs and charges of insurance and transport of the Goods, which shall be invoiced to the Buyer.

3.4 In respect of the Goods, the Seller shall invoice the Buyer prior to delivering the Goods to the Buyer.

3.5 The Buyer shall pay each invoice submitted by the Seller:(a) within 7 days of the date of the invoice; and(b) in full and in cleared funds to a bank account nominated in writing by the Seller, andtime for payment shall be of the essence of the Contract.

3.6 The Seller shall not deliver any Goods until payment has been made by the Buyer in accordance with clause 3.5.

3.7 If the Buyer fails to make any payment due to the Seller under the Contract by the due date for payment (due date), then the Buyer shall pay interest on the overdue amount at the rate of 5% per annum above Bank of England’s base rate. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount. The Buyer shall pay the interest together with the overdue amount.

3.8 Re-presented cheques will be charged at £20.00 for each re-presentation.

3.9 Payment by cheque or other negotiable instrument will be deemed conditional payment.

3.10 The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part.

3.11 The Seller reserves the right to revoke any payment terms provided to the Buyer in good faith if such terms are not adhered to.

4. RIGHTS TO TERMINATE OR DELAY

4.1 The Seller shall have the right at any time to demand from the Buyer payment of all overdue accounts, whether for goods supplied under this or any contract of sale and in the event of the Buyer failing to comply with such demand the Seller may delay delivery until such overdue accounts are paid.

4.2 If the Buyer should become insolvent, go into, or be placed into receivership or liquidation, has suspended payment of debts or is making arrangements with creditors, the Seller may, without prejudice to any other rights to which he may be entitled hereunder or otherwise, terminate the contract forthwith (or upon such notice as the Seller thinks fit).

5. DELIVERY

5.1 The Seller shall ensure that:(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Buyer and Seller reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by installments, the outstanding balance of Goods remaining to be delivered; and(b) if the Seller requires the Buyer to return any packaging materials to the Seller, that fact is clearly stated on the delivery note. The Buyer shall make any such packaging materials available for collection at such times as the Seller shall reasonably request. Returns of packaging materials shall be at the Seller’s expense.

5.2 The Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Seller notifies the Buyer that the Goods are ready.

5.3 Delivery of the Goods shall be completed on the completion of loading of the Goods at the Delivery Location.

5.4 Any dates quoted for delivery are approximate only, unless otherwise stated in writing by the Seller, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods.

5.5 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.6 If the Buyer fails to accept or take delivery of the Goods then except where such failure or delay is caused by a Force Majeure Event or by the Seller’s failure to comply with its obligations under the Contract in respect of the Goods:(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the day on which the Seller attempted to deliver the Goods; and(b) the Seller shall store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance and subsequent delivery).

5.7 If 5 Business Days after the day on which the Seller attempted to deliver the Goods, the Buyer has not taken delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods [and, after deducting reasonable storage and selling costs, account to the Buyer for any excess over the price of the Goods or charge the Buyer for any shortfall below the price of the Goods].

5.8 All of delivery costs will depend on size of the order and will be confirmed on the invoice.

6. QUALITY

6.1 The Seller warrants that on delivery the Goods shall:(a) conform in all material respects with their description and any applicable Specification;(b) be free from material defects in design, material and workmanship(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and(d) be fit for any purpose held out by the Seller.

6.2 Subject to clause 6.3, if:(a) the Buyer gives notice in writing to the Seller within 5 days of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;(b) the Seller is given a reasonable opportunity of examining such Goods; and(c) the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Buyers’s cost, the Seller shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full.

6.3 The Seller shall not be liable for Goods’ failure to comply with the warranty set out in clause 6.1 in any of the following events:(a) the Buyer makes any further use of such Goods after giving notice in accordance with clause 6.2;(b) the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;(c) the Buyer alters such Goods without the written consent of the Seller;(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or(e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.4 Except as provided in this clause 6, the Seller shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.

6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

6.6 These Conditions shall apply to any replacement Goods supplied by the Seller.

7. TITLE AND RISK

7.1 The risk in the Goods shall pass to the Buyer on completion of delivery.

7.2 Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for the Goods and the Goods have been delivered.

7.3 Until title to the Goods has passed to the Buyer, the Buyer shall:(a) hold the Goods on a fiduciary basis as the Seller’s bailee;(b) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property;(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;(e) give the Seller such information relating to the Goods as the Seller may require from time to time, but the Buyer may resell or use the Goods in the ordinary course of its business.

7.4 The Seller will be entitled to enter the premises that the Buyer occupies or to which he has access and where any of the goods may be and to remove any such goods in which the Seller has retained property.

8. BUYER’S INSOLVENCY OR INCAPACITY

8.1 If the Buyer becomes subject to any of the events listed in clause 8.2, or the Seller reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to the Seller, the Seller may cancel or suspend all further deliveries under the Contract or under any other contract between the Buyer and the Seller without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer shall become immediately due.

8.2 For the purposes of clause 8.1, the relevant events are:(a) the Buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;(b) the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where the Buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;(d) (being an individual) the Buyer is the subject of a bankruptcy petition or order;(e) a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;(f) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;(g) (being a company) a floating charge holder over the Buyer’s assets has become entitled to appoint or has appointed an administrative receiver;(h) a person becomes entitled to appoint a receiver over the Buyer’s assets or a receiver is appointed over the Buyer’s assets;(i) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2(a)to clause 8.2(h) (inclusive);(j) the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;(k) the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and(l) (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.8.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);(b) fraud or fraudulent misrepresentation;(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;(d) defective products under the Consumer Protection Act 1987; or(e) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

9.2 Subject to clause 9.1:(a) the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and(b) the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods.

10. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of Sellers or subcontractors.

11. ASSIGNMENT AND SUBCONTRACTING

11.1 The Seller may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

11.2 The Buyer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Seller.

12. NOTICES

12.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.

12.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.

12.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13. SEVERANCE

13.1 If any court or 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 to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.13.2 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.

14. WAIVER

A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 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.

15. THIRD PARTY RIGHTS

A person who is not a party to the Contract shall not have any rights under or in connection with it.

16. VARIATION

The Seller reserves the right to make changes these Conditions at any time. The Buyer will be subject to these Conditions or those in force at the time that they order the Goods from the Seller unless any change to these Conditions is required to be made by law or government authority (in which case it may apply to Orders previously placed by the Buyer). Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Seller.

17. GOVERNING LAW AND JURISDICTION

The 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.