Terms & Conditions

 

TERMS & CONDITIONS OF SALE

1. All contracts will be on these conditions to the exclusion of all other terms and no variation of them will be valid unless agreed in writing by one of Submarine Manufacturing and Products Limited’s directors. Your order shall not be deemed accepted until Submarine Manufacturing and Products Limited issue a confirmation of order.

2. Submarine Manufacturing and Products Limited quotations are valid for 30 days from the date Submarine Manufacturing and Products Limited issue them and the price of the goods (and services if applicable) is as listed in Submarine Manufacturing and Products Limited price list as at the date of delivery. You must add value added tax, duties, levies, packaging, carriage costs and insurance costs to the price, which You shall pay.

3. You must pay Submarine Manufacturing and Products Limited in full in sterling within 30 days from the date of its invoice without any deduction, set-off or withholding. You must pay Submarine Manufacturing and Products Limited on time and Submarine Manufacturing and Products Limited must have cleared funds. If not, Submarine Manufacturing and Products Limited may cancel the Contract and suspend further deliveries of goods or performance of services to You until payment of all outstanding amounts is made in full. PLEASE ALSO READ
PARAGRAPH 10.

4. If You are late in paying Submarine Manufacturing and Products Limited, in addition to any other remedy we may have, Submarine Manufacturing and Products Limited may claim interest from You under the Late Payment of Commercial Debts (Interest) Act 1998.

5. All delivery and performance times and dates are estimates only and are not of the essence.

6. If You (1) request that delivery be postponed or (2) refuse to accept delivery or (3) fail to give Submarine Manufacturing and Products Limited adequate delivery instructions, then (a) risk of damage to or loss of the goods will pass to You and; (b) the goods will be deemed to have been delivered and; (c) Submarine Manufacturing and Products Limited may store the goods until actual delivery and charge You for all related costs including insurance for storage and; (d) Submarine Manufacturing and Products Limited may increase the price according to price lists applying at time of actual delivery and (e) Submarine Manufacturing and Products Limited may sell the goods at the best price readily obtainable and charge You for any shortfall below the price under the contract.

7. Submarine Manufacturing and Products Limited shall have no liability to You for non-delivery or shortfall in the quantity of goods delivered or poor performance of the services unless You write to tell Submarine Manufacturing and Products Limited within 48 hours from the time of delivery or performance.

8. Submarine Manufacturing and Products Limited warrant that on delivery, the goods will be of satisfactory quality and free from any defects in workmanship or materials and that the services will be performed with reasonable care and skill. Submarine Manufacturing and Products Limited give no other warranty to You in relation to the goods or services.

9. You must write to tell Submarine Manufacturing and Products Limited within 48 hours of delivery if You claim that there is a defect in the quality or condition of the goods or the performance of the services and You shall not be entitled to reject the goods or services and shall be bound to pay the price if You fail to do that. It is your responsibility to return defective goods to Submarine Manufacturing and Products Limited premises for inspection if Submarine Manufacturing and Products Limited ask You to. Where You comply with this condition, Submarine Manufacturing and Products Limited shall, at our option, replace or repair the defective goods or refund the price to You only.

10. Risk of loss, damage or deterioration in the goods shall pass to You when despatched from Submarine Manufacturing and Products Limited premises but You shall not own the goods until Submarine Manufacturing and Products Limited have been paid in full for them, which means when we have received cleared funds for (a) the price of the goods and services; and (b) all other sums due to Submarine Manufacturing and Products Limited by You under or arising out of any contract.

11. Until You own the goods You must hold them on Submarine Manufacturing and Products Limited behalf (but without You owning them), keep them safe, insured and separate and identifiable from all of Your other goods. If You owe Submarine Manufacturing and Products Limited any monies on under or arising out of any contract which are overdue, Submarine Manufacturing and Products Limited may (in addition to any other rights Submarine Manufacturing and Products Limited may have) enter any land or buildings where the goods are or may be stored to repossess them and You grant Submarine Manufacturing and Products Limited an irrevocable licence so to do. Submarine Manufacturing and Products Limited shall also be entitled to seek an injunction to prevent You from selling, transferring or otherwise disposing of the goods, subject always to paragraph 12.

12. You may resell the goods before You own them only where; (a) that sale is in the ordinary course of your business at full market value and; (b) it is a sale of Submarine Manufacturing and Products Limited property on Your own behalf and You shall deal as principal when making such a sale. Your right to possession of the goods shall end immediately and Submarine Manufacturing and Products Limited may end the contract immediately if You are the subject of insolvency (or similar) proceedings or You in any way charge the goods.

13. Submarine Manufacturing and Products Limited do not accept any liability to You or to others in connection with the contract for loss of profit, loss of business, depletion of goodwill, loss of opportunity, loss of data, loss of use, loss of contracts, loss of expected savings or interruption to your business (“Losses”). If however, we are found to be liable to You or to others for any of the Losses or for breach of contract, misrepresentation, misstatement or other tortious acts or omissions, including negligence, arising under or in connection with the contract Submarine Manufacturing and Products Limited maximum liability shall be the price paid by You to Submarine Manufacturing and Products Limited under the contract. If it is found that to limit our liability to this amount is unfair then Submarine Manufacturing and Products Limited shall only be liable to You for the matter described in this condition for up to the contract value being the extent of our insurance cover.

14. Nothing in these conditions excludes Submarine Manufacturing and Products Limited liability to You for fraudulent misrepresentation or for death or personal injury resulting from Submarine Manufacturing and Products Limited negligence.

15. Submarine Manufacturing and Products Limited reserve the right to defer the date of delivery or to cancel the contract or reduce the volume of the goods ordered by You or change the services (without liability to You) if Submarine Manufacturing and Products Limited are prevented from or delayed in the carrying on of Submarine Manufacturing and Products Limited business due to circumstances beyond Submarine Manufacturing and Products Limited reasonable control for example, industrial disputes, act of God, government actions, hostilities, terrorist attack, terrorist activity, accident, breakdown of plant or machinery, fire, flood, storm, disease, epidemic, import or export regulations or embargoes. If the event in question continues for a continuous period in excess of 20 days You shall be entitled to give notice in writing to Submarine Manufacturing and Products Limited to terminate the contract.

16. Any notice necessary under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business and may be delivered personally or by fax, first class recorded delivery post or first class air mail letter. A notice shall be deemed to have been served (if personally delivered) at the time of delivery or (if sent by first class recorded delivery post) forty-eight hours after posting or (if sent by first class air mail letter) ninety-six hours after posting or (if sent by fax) at the time of transmission.

17. Unless the right of enforcement is expressly granted, it is not intended that a third party should have the right to enforce a provision of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

18. No waiver by Submarine Manufacturing and Products Limited or any breach of the contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision and no failure to exercise or delay in exercising any right or remedy under the contract shall constitute a waiver of that right or remedy.

19. If any of these conditions is, or at any stage in the future becomes invalid, illegal or cannot be enforced in law, it will not affect the other terms which will stay in force.

20. If there is a dispute between You and Submarine Manufacturing and Products Limited, we both agree that the Courts of England and Wales will be the only courts with the power to deal with the dispute and that English law will apply.

TERMS & CONDITIONS OF SUPPLY

INTERPRETATION

In these conditions “We”, “Us” or “Our” means Submarine Manufacturing and Products Limited, the buyer; “You” or “Your” means the seller being any person, firm or company that sells its goods [and services] to Us; “Order” means Our written instruction to buy the goods [and services] from You and which incorporates these conditions, and “the Contract” means the contract between You and Us for the purchase of the goods [and services], incorporating these conditions.

THE CONTRACT

Unless there is a variation as set out below the Contract will be on these conditions to the exclusion of any other terms and conditions, including any terms or conditions, endorsed upon, delivered with or contained in Your quotation, acknowledgement or acceptance of order, specification or similar document. Your terms and conditions shall not apply to the Contract. We shall be entitled to instruct a variation in the scope and / or quantity of goods [and services] to either increase or decrease the amount of goods [or services] provided by You. Any variation shall be valued in accordance with the rates and prices set out in the quotation referenced in the Order or if no such rates or prices are set out in the Order on a fair and reasonable basis. Each Order for goods [and services] that We make is only an offer by Us to buy and no Order shall be accepted until You accept the Order either expressly by giving Us written notice of acceptance, or impliedly by fulfilling the Order, in whole or in part.

PRICE

The price of the goods [and services] shall be stated in the Order and unless otherwise so stated shall be exclusive of any value added tax but inclusive of all other charges. You cannot charge Us for materials or work done [or services performed] additional to that stated in the Order or increase the price for the goods [and services] without Our having issued you with a notice consenting to a variation in the quantity of goods or services supplied. We are entitled to any discount for prompt payment, bulk purchase or volume of purchase which You customarily grant, whether or not shown on Your terms of sale.

PAYMENT

Payment shall be made against the milestones set out in the Order issued by Us or, in the absence of milestones on presentation of an invoice by you following delivery of the goods or performance of the Services in accordance with the Contract. We shall issue a Statement indicating the amount that We shall pay within 5 days of notification of Our acceptance that you have completed the contractual milestone or in the absence of milestones in the Order upon receipt of Your invoice by Us. The date of issue of the above Statement shall be the date when payment becomes due. The final date for payment of a sum that has become due shall be 60 days after the end of the month in which We issue the above Statement or Your invoice is received. Each invoice shall quote the number of the Order. The time for payment of the price shall not be of the essence. We may set off any amount You owe Us at any time against any amount We owe You under the Contract. You are not entitled to suspend deliveries of the goods [or performance of the services] as a result of any sums being outstanding.

DELIVERY AND PERFORMANCE

You shall deliver the goods adequately protected, carriage paid, to Our place of business or to such other place of delivery as We tell You in writing prior to delivery of the goods, and during Our usual business hours. You shall offload the goods as directed by Us. The date for delivery of the goods [and performance of the services] shall be specified in the Order, or if no such date is specified then delivery and performance shall take place within 28 days of the Order. If the Order specifies milestones then You are required to deliver the goods or perform the services identified in that milestone in accordance with dates for those milestones set out in the Order. Time for delivery of the goods [and performance of the services] shall be of the essence. Where the goods are to be delivered in instalments, the Contract will be treated as a single contract and not separate contracts but if You fail to deliver any one instalment, We are entitled to treat the whole Contract as terminated. In the case of the goods, a delivery note quoting the number of the Order, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered must accompany each delivery and must be displayed prominently. If You do not include the delivery note We could incur additional costs which You shall pay. You shall also mark the goods in accordance with Our instructions and any applicable regulations or requirements of the carrier, and properly pack and secure them so as to reach their destination in an undamaged condition in the ordinary course. You must ensure that each delivery note is signed by an authorised representative of Ours as evidence of the delivery of the goods and We may delay payment to You if You fail to do so. If You do not deliver the goods or perform the services on the due date or in the case of milestones dates then, without affecting any other rights which We may have, We may:- cancel the Contract in whole or in part; – refuse to accept any subsequent delivery of the goods [or performance of the services] which You attempt to make; – recover from You any expenditure reasonably incurred by Us in obtaining substitute goods [or services] from another supplier/provider; and – claim damages for any additional costs, loss or expenses incurred by Us which are in any way attributable to Your failure to deliver the goods [or perform the services] on the due date. We may reject any goods delivered which are not in accordance with the Contract and, despite other provisions of this Contract, We shall not be deemed to have accepted the Goods until We or Our customer have had 7 days to inspect them following delivery. We shall also have the right to reject the goods as though they had not been accepted for 7 days after any latent defect in them becomes apparent. You may arrange for return of the goods.

RISK AND OWNERSHIP

The goods shall remain at Your risk until delivery is complete (including offloading and stacking) when ownership of them shall pass to Us unless We pay for the goods prior to their delivery when they shall pass to Us once payment has been made. You will be responsible for and insure against loss or damage to the full value of any of Our or Our customers’ drawings, specifications and other items during the time that they are in Your possession or in transit to or from Our premises or those of Our customers. You shall also maintain product and public liability insurance of no less than £1,000,000 per claim or series of connected claims to cover all insurable liability incurred by You under these conditions and shall if We ask You to, provide Us with evidence of the insurance and payment of premiums. You shall insure the goods against loss or damage whilst on Your premises and in transit to Our premises or to another destination Our request.

QUALITY

The goods shall be of the best available design, of the best quality, material and workmanship, be without fault and conform in all respect with the Order and specification and/or patterns supplied or advised by Us to You. [The services shall be performed by appropriately qualified and trained personnel with due care and diligence, complying with all relevant statutory requirements and regulations and to such high standard of quality as it is reasonable for Us to expect in all the circumstances]. You shall maintain or, where necessary, establish and maintain such quality control procedures and testing and inspection measures as We require but at any time prior to delivery of the goods We shall have the right to inspect and test them at all times either by Ourselves or by Our independent expert. If from the results of such inspection or testing We believe that the goods do not conform or are unlikely to conform with the Order or to any specifications and/or patterns supplied or advised by Us We may require You to immediately take such action as is necessary to ensure they do conform. In addition We may require and witness further testing and inspection. Delivery of the goods to Us, Our inspection or failure to inspect the goods and/or Our signature on any delivery note shall not constitute or imply Our acceptance of the quality or standard of the goods.

REMEDIES

Without limiting any other remedy which We may have, if any goods are not supplied [or the services are not performed] in accordance with the Contract, then We shall be entitled (whether or not any part of the goods [and services] have been accepted by Us): – to rescind the Order; – to reject the goods (in whole or in part) and return them to You at Your risk and cost on the basis that You will give Us a full refund for these goods; to refuse to accept any further deliveries of the goods [or the provision of any further services] but without any liability to You; – to carry out at Your cost any work necessary to make the goods [and services] comply with the Contract; – to claim such damages as may have been sustained as a result Your breaches of the Contract; – to require You at Your cost to repair the goods or to supply replacement goods in accordance with the Contract within seven days; or – at Our sole option, and whether or not We have previously required You to repair the goods or to supply any replacement goods, to treat the Contract as discharged by Your breach and require the repayment of any part of the price which We have paid.

INDEMNITY

You shall indemnify Us in full against all loss of profit, loss of business, depletion of goodwill, loss of opportunity, loss of data, loss of use, loss of contracts, loss of expected savings, interruption to Our business, damages, injury costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by Us as a result of or in connection with: – defective workmanship, quality or materials; – breach of any warranty given by You in relation to the goods [and services]; – an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the goods; – any claim made against Us in respect of any liability, loss, damage, injury, cost or expense sustained by Our employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the goods as a consequence of Your direct or indirect breach or negligent performance or failure or delay in performance of the terms of the contract;

TERMINATION AND SUSPENSION

We may cancel the Order and therefore terminate the Contract in whole or in part only by giving You notice at any time before delivery [or performance]. You shall then immediately stop all work on the Contract and We shall pay You a fair and reasonable compensation for work in progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss. We shall have the right at any time by giving You written notice, to terminate the Contract immediately if: – You enter or propose to enter any insolvency process such as winding-up, administration or receivership; – You commit a material breach of any of the terms and conditions of the Contract. The termination of the Contract, however arising, will not affect Our other rights and duties accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

FORCE MAJEURE

Neither You or Us shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the goods [and services] if the delay or failure is beyond that party’s reasonable control including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the party so prevented or of any other party), act of God, government actions, war, riot, hostilities (whether war be declared or not), armed conflict, terrorist attack, terrorist activity, nuclear, chemical or biological contamination, sonic boom, civil commotion, invasion, revolution, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, power failure, breakdown of plant or machinery, fire, flood, storm, disease, epidemic, default of suppliers or subcontractors, difficulties or increased expenditure in obtaining raw materials, labour, fuel, parts or machinery, or import or export regulations or embargoes.

GENERAL

Any notice necessary under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business and may be delivered personally or by fax, first class recorded delivery post or first class air mail letter. A notice shall be deemed to have been served (if personally delivered) at the time of delivery or (if sent by first class recorded delivery post) forty-eight hours after posting or (if sent by first class air mail letter) ninety-six hours after posting or (if sent by fax) at the time of transmission. You shall not assign or transfer the Contract without Our prior written consent. We may assign the Contract to a third party. You shall be deemed to have considered and inspected the terms of the Main Contract and Specification between Us and Our customer except for the prices contained therein. You acknowledge that any loss or damage that We have a liability to pay to our customer in accordance with the Main Contract is within the contemplation of the parties. If there is a dispute between You and Us, we both agree that the Courts of England and Wales will be the only courts with the power to deal with the dispute and that English law will apply.

 

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