STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES BY AMI MARINE LIMITED
In this document the following words shall have the following meanings:
- “Agreement” means these Terms and Conditions together with the terms of any applicable Order Confirmation;
- “Supplier” means AMI Marine Limited of Unit 9 Crosshouse Centre, Crosshouse Road, Southampton SO14 5GZ, UK with company number 06538981
1.3 “Customer” means the organisation or person who purchases goods and services from the Supplier;
1.4 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.5 “Order Confirmation” means a schedule of work, quotation or other similar document describing the goods and services to be provided by the Supplier.
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.
2.2 Before the commencement of the services the Supplier shall submit to the Customer an Order Confirmation which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Order Confirmation. All Order Confirmations shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
3 PRICE AND PAYMENT
3.1 The price for the supply of goods and services are as set out in the Order Confirmation. The Supplier shall invoice the Customer on shipment of the goods ex the Supplier’s works unless specified otherwise.
3.2 Unless otherwise agreed between the Customer and the Supplier, payment for all goods and services shall be due immediately on invoice date. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 1.5% per annum above the base rate of the Bank of England.
4 SPECIFICATION OF THE GOODS
All goods shall be required only to conform to the specification in the Order Confirmation. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.
5.1 Any date for shipment of goods or performance of services specified by the Supplier is an estimate only. Time for delivery of goods or services shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods or services.
5.2 All risk in the goods shall pass to the Customer upon shipment ex the Supplier’s works. The Customer is accordingly advised to effect insurance cover for the goods in transit. The Supplier will not arrange such insurance cover unless specifically requested to do so by the Customer and this has been confirmed by the Supplier in the Order Confirmation.
Title in the goods shall not pass to the Customer until the Supplier has received payment in full for the goods.
7 CUSTOMER`S OBLIGATIONS
7.1 The Customer shall ensure that all goods supplied by the Supplier are installed by an engineer approved by the Supplier. The Supplier does not however warrant the adequacy of any services provided by an engineer engaged by the Customer, whether they are an engineer who has been approved by the Supplier or otherwise, and no such engineer engaged by the Customer shall be deemed to be an agent or sub-contractor of the Supplier.
7.2 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Order Confirmation, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods and services contracted for as set out in the Order Confirmation, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case.
7.3 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
7.3.1 the Supplier shall have no liability in respect of any delay to the completion of any project;
7.3.2 if applicable, the timetable for the project will be modified accordingly;
7.3.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
8 ALTERATIONS TO THE ORDER CONFIRMATION
8.1 The parties may at any time mutually agree upon and execute new Order Confirmations. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Order Confirmation, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.
8.2 The Customer may at any time prior to shipment of the goods ex the Supplier’s works request alterations to the Order Confirmation by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
8.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
8.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Order Confirmation shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
9.1 Subject to the Customer’s compliance with the requirements in Clause 7.1, the Supplier warrants that as from the date of shipment ex the Supplier’s works for a period of 12 months the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials. Any additional warranties or restrictions specified in the Order Confirmation will override the provisions of this clause 9.1.
9.2 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and be of a quality conforming to generally accepted industry standards and practices.
9.3 Except as expressly stated in this Agreement, all warranties whether expressed or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Order Confirmation infringes a patent, copyright or trade secret or other similar right of a third party.
11 LIMITATION OF LIABILITY
11.1 Except in respect of death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors, for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates. For the avoidance of doubt, nothing in these Terms and Conditions shall exclude the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
12.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
12.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
12.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
12.4 the other party ceases to carry on its business or substantially the whole of its business; or
12.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
14 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
15 INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Order Confirmation.
The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Order Confirmation or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
20 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
21 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
22 GOVERNING LAW AND JURISDICTION
This Agreement, 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.
23 Registered Office
Pickwick House, Bunces Lane, Burghfield Common, Berkshire, RG7 3DL, UK
24 Registered in England No.
25 GDPR Privacy Statement
Your information will be held by AMI Marine.
26 How we use your information
This privacy notice is to let you know how we promise to look after your personal information.
This includes what you tell us about yourself, what we learn by having you as a customer, and the choices you give us about what if any marketing information you may want us to send you.
This notice explains how we do this and tells you about your privacy rights and how the law protects you.
27 Our Privacy Promise
- To keep your data safe and private.
- Not to sell your data.
- To give you ways to manage and review your marketing choices at any time.
Data Protection law changed on 25 May 2018 as the Data Protection Act 2018 came into effect, implementing the General Data Protection Regulations [GDPR].
This notice sets out your rights under the new law.
28 How the law protects you
As well as our Privacy Promise, your privacy is protected by law. This section explains how that works.
Data Protection regulations say that we can use personal information only if we have a proper reason to do so.
This includes any sharing of it outside the Company. The law says we must have one or more of these reasons:
- To fulfil an order or contract we have with you, or
- When it is our legal duty, or
- When it is in our legitimate interest, or
- When you consent to it.
A legitimate interest is when we have a business or commercial reason to use your information.
But even then, it must not unfairly go against what is right and best for you. If we rely on our legitimate interest, we will tell you what that is.
Basically our legitimate interest is the commercial relationship related to the services we provide / support you with.
29 Where we collect personal information from
We may collect personal information about you (or your business) from these sources:
- Data you give to us
- When you apply for our products and services
- When you talk to us on the phone
- When you use our websites, mobile device apps
- In emails and letters
- In customer surveys
- Data we collect when you buy our products or use our services
- Companies that introduce you to us
- Social networks
- Government and law enforcement agencies.
30 Who we share your personal information with
We may share your personal information these organisations:
- HM Revenue & Customs, regulators and other authorities
- Any party linked with you or your business’s product or service
- Persons / Organisations you ask us to share your data with.
31 The information we use
These are some of the kinds of personal information that we use:
- Business address
- Contact details, such as email addresses and phone numbers
- Financial data
- Data that identifies computers or other devices you use to connect to the internet. This includes your Internet Protocol (IP) address.
32 Sending data offshore
We do NOT send your data offshore or outside of the EEA, however some of our marketing databases may be held overseas.
The only ‘data’ they have would be your personal email address.
For reference they are NOT authorised to use this data in ANY form.
We may use your personal information to tell you about relevant products and offers. This is what we mean when we talk about ‘marketing’.
The personal information we have for you is made up of what you tell us, and data we collect when you use our services.
We study this to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you.
We can only use your personal information to send you marketing messages if we have either your consent or a ‘legitimate interest’.
That is when we have a business or commercial reason to use your information. It must not unfairly go against what is right and best for you.
You can ask us to stop sending you marketing messages by contacting us at any time.
Whatever you choose, you’ll still receive statements, and other important information such as updates or changes to our existing products and services.
We may ask you to confirm or update your choices, if you take out any new products or services with us in future. We will also ask you to do this if there are changes in the law, regulation, or the structure of our business.
If you change your mind you can update your choices at any time
34 How long we keep your personal information
We will keep your personal information for as long as you are a customer of AMI Marine Limited.
After you stop being a customer, we have to keep relevant records for statutory minimum periods for one of these reasons:
- To respond to any questions, product queries or complaints.
- To maintain records according to rules that apply to us.
- We may keep your data for longer if we cannot delete it for legal, regulatory or technical reasons. We may also keep it for research or statistical purposes. If we do, we will make sure that your privacy is protected and only use it for those purposes.
35 How to get a copy of your personal information [Referred to as Subject Access Rights]
You can access details of the personal information we hold by writing to us but it is as listed above.
36 Letting us know if your personal information is incorrect
You have the right to question any information we have about you that you think is wrong or incomplete.
Please contact us if you want to do this. If you do, we will take reasonable steps to check its accuracy and correct it.
37 What if you want us to stop using your personal information?
You have the right to object to our use of your personal information, or to ask us to delete, remove, or stop using your personal information if there is no need for us to keep it.
This is known as the ‘right to object’ and ‘right to erasure’, or the ‘right to be forgotten’.
There may be legal or other official reasons why we need to keep or use your data. But please tell us if you think that we should not be using it.
We may sometimes be able to restrict the use of your data. This means that it can only be used for certain things, such as legal claims or to exercise legal rights.
In this situation, we would not use or share your information in other ways while it is restricted.
38 You can ask us to restrict the use of your personal information if
- It is not accurate.
- It has been used unlawfully but you don’t want us to delete it.
- It is not relevant any more, but you want us to keep it for use in legal claims.
- You have already asked us to stop using your data but you are waiting for us to tell you if we are allowed to keep on using it.
If you want to object to how we use your data, or ask us to delete it or restrict how we use it or, please contact us.
39 How to withdraw your consent for non-statutory personal information
You can withdraw your consent at any time. Please contact us if you want to do so. If you withdraw your consent, we may not be able to provide certain products or services to you. If this is so, we will tell you.
40 How to complain
Please let us know if you are unhappy with how we have used your personal information. You must contact us in writing where this is applicable.
You also have the right to complain to the Information Commissioner’s Office if we do not respond to your complaint appropriately and in a timely manner. Find out on their website how to report a concern.
41 General References = The Principles of good Data Protection
- processed lawfully, fairly and in a transparent manner in relation to individuals;
- collected for specified, explicit and legitimate purposes and not further processed in a manner that is incompatible with those purposes; further processing for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes shall not be considered to be incompatible with the initial purposes;
- adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed;
- accurate and, where necessary, kept up to date; every reasonable step must be taken to ensure that personal data that are inaccurate, having regard to the purposes for which they are processed, are erased or rectified without delay;
- kept in a form which permits identification of data subjects for no longer than is necessary for the purposes for which the personal data are processed; personal data may be stored for longer periods insofar as the personal data will be processed solely for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes subject to implementation of the appropriate technical and organisational measures required by the GDPR in order to safeguard the rights and freedoms of individuals; and
- processed in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures.
42 To support the above
We have relevant security controls in place, both physically and electronically to protect your data. These are supported by Data Audits we conduct to check related controls remain effective.
All AMI Marine staff have been suitably trained in GDPR requirements and involved controls / disciplines.