Malrin Marine Engineering Conditions of Trading and Sale

DEFINITIONS
(1) Marlin Marine Engineering is defined herein as the “Supplier”, who is required to supply goods materials work or Services to the Purchaser in accordance with these Conditions of Trading and Sale.  The person firm or Company to whom these conditions are addressed is defined herein as the “Purchaser”.   The description “goods materials work or Services” shall be deemed to include the supply of marine engines both new and reconditioned plant machinery equipment systems, other apparatus and the like and these Conditions shall be read and construed accordingly.    

EXTENT OF CONTRACT
(2) These conditions shall apply to the entire contract (“the Contract”) between the Supplier and the Purchaser exclusive of any additions thereto or Contract terms contrary to or derogating from them submitted by the Purchase and no such terms shall form part of the Contract unless expressly agreed in writing by the Supplier.  The expression “the Contract” shall mean the Contract constituted by these Conditions of Trading and Sale and the Purchaser’s Order and unconditional written acceptance thereof in accordance with these Conditions.    

CONFLICT OF TERMS
(3) Should there be any conflict or variance between the Suppliers Conditions of Trading and Sale and any terms or conditions contained in the Purchaser’s Order acknowledgment or written acceptance of the Suppliers conditions or in any part of the Purchasers documentation the Suppliers Conditions shall prevail.  Any terms or conditions which the Purchaser seeks to impose upon the Supplier shall be inoperative unenforceable and of no effect unless expressly agreed and accepted by the Supplier in writing and incorporated into the Contract or any revisions thereof or amendments thereto.    

COURSE OF DEALINGS - CONSUMERS
(4) Where in the course of dealings between the parties hereto the Purchaser makes it known to the Supplier that the Purchaser is entering into the contract on the basis that it is a Person and thus transacts as a domestic Consumer the Purchaser’s statutory rights shall be reserved.    

COURSE OF DEALINGS - BUSINESS PURCHASERS
(5) Where in the course of dealings between the parties hereto the Purchaser expressly makes it known to the Supplier that the Purchaser is entering into the Contract on the basis that it is a Firm or Company and thus transacts as a business Purchaser (“a Business Purchaser”) or where it is to be reasonably implied from the Purchaser’s documentation that the goods material work or Services are to be supplied to the Purchaser  pursuant to or in the course of the Purchaser’s business and the Business Purchaser specifies the purchase or use of a proprietary article by name size catalogue or reference number type or other performance characteristic as part of the goods material work or services required no such goods material work or Services shall carry any express or implied term or warranty as to the suitability quality or fitness for a particular purpose or intended use of such goods materials work or services other than those imposed by the terms of the Manufacturer’s Guarantee Warranty or other relevant Conditions of Sale thereof and the liability of the Supplier shall be strictly limited mutatis mutandis to the like extent of any such Guarantee or Warranty offered by the Manufacturer concerned.      

LIMIT OF LIABILITY
(6) Under no circumstances of whatsoever nature shall the Supplier be liable to the Purchaser or third party for any consequential loss or damage.  Pursuant to clause four (4) above and clause (7) below the Supplier’s liability shall be limited to replacement of any faulty material or unsuitable goods supplied by the Supplier.  Where clause five (5) above applies the Supplier’s liability shall be strictly limited to the like extent of any Guarantee or Warranty or other relevant Conditions of Sale imposed by the  Manufacturer concerned.   

 TERMS OF GUARANTEE
(7) Where prior to entering into the Contract the Purchaser does not make it known to the Supplier the precise purpose or use for which the goods materials work or services are required and that the Purchaser relies on the Supplier’s skill and judgement in relation to the selection or supply of such goods materials work or Services the Supplier hereby undertakes that following the Purchaser’s acceptance of such goods materials work or Services selected and supplied hereunder the Supplier shall at its option make good by repair or replacement any defect in the said goods materials work or Services which may appear or occur within twelve (12) months after such acceptance in the case of new marine engine(s) or plant or equipment supplied, or in the case of reconditioned marine engine(s) or plant or equipment supplied by the Supplier within six (6) months after such acceptance by the Purchaser.    

NOTIFICATION OF DEFECTS
(8) Upon receipt  of written notification by the Purchaser of any defect or alleged defect which may appear or occur within the relevant Guarantee or Warranty periods relating to both new and reconditioned marine engine(s) set out in clause seven (7) above, the Supplier shall within a reasonable time after such written notification investigate the cause or causes thereof and establish the liability for the same.   Where it is established that liability rests with the Supplier the Supplier shall take steps to remedy it or them at its option or employ other specialist contractors to do so on its behalf.  Any remedial work which the Purchaser seeks to put in hand before liability is established other than through the Supplier in accordance with the terms of the Guarantee or Warranty set out herein shall invalidate the said Guarantee or Warranty in respect of all such defects unless the Supplier is notified in writing by the Purchaser prior to such remedial work being commenced and given a reasonable opportunity to inspect and agree the extent of such work and the cost thereof and the liability therefore.    

TIME LIMITS FOR CLAIMS
(9) Any restriction or limit which the Purchaser may seek to impose upon the Supplier as to the time within which any complaints or claims are required to be lodged by the Purchaser in respect of any defects or alleged defects in the goods materials work or Services provided by the Supplier hereunder shall be inoperative and unforceable by the Purchaser.    

ASSIGNMENT AND SUB-LETTING
(10) The Supplier may assign transfer or sub-contract the Purchaser’s Order or any part thereof to a specialist sub-contractor without the prior written consent of the Purchaser on terms that any such sub-contractor shall have the full protection and benefit of all rights, limitations and exclusions contained in these Conditions.      

TIME FOR DELIVERY
(11) Time shall not be of the essence of the Contract and delivery shall be made within the time stipulated by the Supplier.  If no time is stipulated by the Supplier delivery shall be made within a reasonable time of receipt of the Purchaser’s Order.  Where time for delivery is so stipulated by the Supplier such time shall be calculated from the date of the Supplier’s written confirmation of the Purchaser’s Order for the supply of goods materials work or Services required unless expressly agreed otherwise in writing between the parties hereto.    

DELIVERY TO SITE
(12) (a) Delivery of all goods materials work or services to be supplied by the Supplier shall be made to the position on site or to such other address as may be agreed between the parties hereto at Tender stage.   (b) If for any reason the Purchaser shall be unable to accept delivery of such goods materials work or services at the time when such goods or materials have been notified by the Supplier as being due and ready for delivery, the Supplier may at the request of the Purchaser and at the agreed cost to the Purchaser of so doing, store the said goods and materials safeguard and insure them and take all reasonable steps to prevent deterioration thereof until their actual delivery to the Purchaser.    

ACCEPTANCE OF QUOTATIONS AND TENDERS
(13) The acceptance of the Suppliers Quotation or Tender or other by the Purchaser for the supply of goods materials work or services  shall include the acceptance of the Supplier’s Conditions of Trading and Sale.  Any amendments to the said Terms and Conditions required by the Purchaser shall not be valid unless agreed and expressly accepted by the Supplier in writing thereof. 

BASIS OF QUOTATIONS AND TENDERS
(14) (a)  Unless previously withdrawn by the Supplier the Quotation or Tender shall remain open for acceptance by the Purchaser for a period of thirty (30) days from the date thereof or for any other period expressly stated by the Supplier therein.  If not accepted the Quotation or Tender shall lapse and the prices and any other terms and conditions set out in the said Quotation or Tender may be subject to alteration,  Subject to written confirmation by the Supplier the Quotation or Tender prices may at any time thereafter be repeated renewed or revised on the receipt of a request from the Purchaser so to do.  Once accepted the Quotation or Tender Prices shall become the price for the Contract (“the Contract Price”) (b) If the Purchaser in purporting to accept the Supplier’s Quotation or Tender seeks to impose any additional terms conditions or obligations on the Supplier, the Supplier shall have the right before confirming its acceptance thereof to adjust the price quoted in the Quotation or Tender to take account of any such additional terms conditions or obligations as the Purchaser may require and the said adjusted price shall thereby become the price for the Contract (“the Contract Price”) and the Purchaser shall be bound by the said Contract Price accordingly.    

TERMS OF PAYMENT
(15) (a) Unless expressly agreed otherwise in writing by the Supplier the Contract Price shall be due and payable in full within seven (7) days from the date of the Supplier’s invoice to the Purchaser.   (b) Until such time as payment has been made in full without set-off deduction or contra charge(s) the Supplier reserves the right to charge interest to the Purchaser on any sum or sums outstanding after thirty (30) days of the date of Invoice at the rate of four (4) percent over Barclays Bank P.L.C. base rate.    

 RESERVATION OF TITLE
(16) The property in any goods materials work or services supplied by the Supplier shall not pass to the Purchaser and the Purchaser shall not obtain good title thereto until such time as the Contract Price shall have been paid in full to the Supplier pursuant to clause fifteen (15) of these Conditions.        

UNLOADING ON-SITE AND RISK
(17) Once delivery has been effected by the Supplier pursuant to clause twelve (12)(a)  above the Purchaser shall thereafter be responsible at its own risk and at its own cost for any loading hoisting transportation cranage, storing and the like of the said goods materials work or services and removing and replacing the same to any other position required by the Purchaser other than that agreed by the parties at Quotation or Tender stage.    

GOODS RECEIVED OR REPAIR
(18) Where goods plant marine engine(s) and the like are at the request of the Purchaser submitted to and accepted for repair reconditioning or other treatment by the Supplier the Purchaser hereby warrants to the Supplier that it is the Owner or the Owner’s Authorised Agent of such goods plant marine engine(s) and the like so submitted and that the said Purchaser shall take delivery or arrange collection thereof when notified by the Supplier that the said repair reconditioning or other treatment of the goods has been carried out by the Supplier.     RIGHT OF SALE (19) All such goods plant marine engine(s) and the like which are submitted to and accepted for repair by the Supplier shall be subject to the Torts (Interference with Goods) Act 1977 which confers upon the Supplier as bailee therefore the right of sale where the Purchaser fails, neglects or refuses to accept or take delivery of the said goods plant or marine engine(s) within a reasonable time after notification by the Supplier that the said  repair(s) reconditioning or other treatment has been carried out.    

SERVICE OF NOTICES
(20) All notices or Documents which require to be served by one party on the other hereunder shall be in writing and shall be served by sending the same by pre-paid first class post recorded delivery post or delivering the same by hand to the addressees last known principal place of business or where the addressee is a body Corporate to the body’s registered or principal office and if so posted shall be deemed to have been served two days after the date when posted.          

CONFIDENTIALITY
(21) Neither the Supplier nor the Purchaser shall divulge to any third party any details of whatsoever nature of any Order placed by the Purchaser and in all matters relating to the Contract the Purchaser shall deal only through the Supplier.    

VALUE ADDED TAX
(22) The Purchaser shall in addition to the Contract Price payable in accordance with clause fifteen (15) hereof pay to the Supplier such value Added Tax as may properly be chargeable on all payments due under the Contract.   

LAW
(23) The Contract to which these Conditions of Trading and Sale relate shall be governed by and construed in accordance with English Law and any dispute arising under them shall be submitted to the exclusive Jurisdiction of the Courts of England and Wales.  Any such action or proceedings shall be heard in London England.