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Seaward Electronic Limited Terms and Conditions of Sale

These are the legal terms and conditions (Terms) on which Seaward Electronic Limited (company number 01674384)

registered in England and Wales whose registered office is at 18 Bracken Hill, South West Industrial Estate, Peterlee,

County Durham, SR8 2SW (Seller), supplies goods (Goods) and/or repair, calibration and other services (Services) to you

(Purchaser).

All quotations, contracts and goods and/or services supplied by the Seller are governed by these Terms unless

otherwise stated by the Seller in writing.

  1. Basis of contract
    1. Quotations may be requested from the Seller by the Purchaser using the Seller’s website, by telephone or by

      email. Any quotation given by the Seller shall not constitute an offer and is only valid for thirty (30) days from its

      date of issue.

    2. Where the Purchaser accepts the Seller’s quotation, it must place an order with the Seller by contacting the

      Seller directly (Order). There shall be no contract between, or obligations on, either party until a valid order

      confirmation has been issued in writing (including via email) by the Seller to the Purchaser (Order Confirmation), at

      which point the contract between the Seller and the Purchaser shall come into existence (Contract).

    3. These Terms apply to the Contract to the exclusion of any other terms that the Purchaser seeks to impose or

      incorporate, or which are implied by trade, customer practice or course of dealing. No variation of these Terms shall

      be binding on the Seller unless and until the variation has been accepted in writing by a duly authorised person on

      behalf of the Seller.

    4. The Contract and the documents referred to in it constitute the entire agreement between the parties. The

      Purchaser acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or

      given by or on behalf of the Seller that is not set out in the Contract.

  2. Price and Delivery
    1. The Goods are as described on the Seller’s website from time to time.
    2. The Supplier 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 Customer that the Goods are ready.

      Delivery of the Goods shall be completed at the Good’s arrival at the Delivery Location.

    3. All prices for Goods and Services provided under these Terms are exclusive of VAT.
    4. Unless otherwise agreed, delivery will be ex-works and the Goods will be packed to the Seller’s normal

      specifications in non-returnable packing. Carriage will be arranged at the request and at the sole expense of the

      Purchaser.

    5. Where applicable, delivery charges will be added to the price of the Goods and detailed in the Order

      Confirmation.

    6. Any delivery estimates quoted by the Seller is an estimate only and will commence from the date of the Order

      Confirmation. Provided the Seller takes all reasonable steps to deliver the Goods at the time stated, the Seller shall

      not be liable to the Purchaser for failure to do so and time shall not be of the essence.

    7. The Seller, at its sole discretion, reserves the right to deliver Goods in more than one consignment and to

      invoice the Purchaser separately for each consignment. Each consignment shall constitute a separate Contract and any

      delay in delivery or defect in a consignment shall not entitle the Purchaser to cancel any other consignment.

    8. Purchasers based outside the UK are responsible, at their own expense, for obtaining any import licence or

      other legal documentation required in the country for which the Goods are destined. The Seller is responsible for

      seeking any export licence from the UK that may be necessary unless the Purchaser’s office, from which the order is

      issued, is situated in the UK.

    9. Unless stated otherwise, all contracts for the export of Goods from the UK shall be in accordance with

      INCOTERMS 2010 or the latest version of that publication which is in force at the date that the relevant contract is

      entered into by the parties to it.

    10. Claims for incorrect or non-delivery of Goods must be made in writing to the Seller within ten (10) working

      days of the receipt by the Purchaser of the Goods. Claims must be accompanied by the original packing note for

      incorrectly delivered Goods. All claims covering the operability of the Goods will be covered by the Seller’s

      manufacturing guarantee set out at clause 7 below.

    11. The Seller reserves the right to refuse to accept claims that are not received at the Seller’s offices

      within the times or under the conditions set out above.

  3. Title and Risk
    1. The risk in the Goods shall pass to the Purchaser once the Goods have left the Seller’s premises for

      delivery to the Purchaser (unless otherwise agreed in writing with the Seller).

    2. Title to the Goods shall not pass to the Purchaser until the Seller receives payment in full for the

      Goods.

    3. Until title to the Goods has passed to the Purchaser, the Purchaser shall:
      1. store the Goods separately from all other Goods held by the Purchaser so that they remain readily

        identifiable as the Seller’s property;

      2. not remove, deface or obscure any identifying mark (including the Seller’s trade name or any serial

        number) or packaging on or relating to the Goods; and

      3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full

        price on the Seller’s behalf from the date of delivery.

    4. Prior to title to the Goods passing to the Purchaser, the Seller may at any time require the Purchaser to

      deliver up the Goods in its possession and, if the Purchaser fails to do so promptly, the Seller may at any time enter

      the Purchaser’s premises to recover Goods.

  4. Supply of Services and Software
    1. The Seller warrants to the Purchaser that the Services will be provided using reasonable skill and

      care.

    2. The Seller shall use reasonable endeavours to meet any performance dates for the Services set out in the

      Order Confirmation, but such dates shall be estimates only and time shall not be of the essence.

    3. Any Software supplied by the Seller to the Purchaser shall be governed by the terms of the Seller’s software

      licence, a copy of which is available on the Seller’s website.

  5. Payment
    1. The Seller shall invoice the Purchaser at any time before, on or after delivery of the Goods or performance

      of the Services.

    2. When the Seller is delivering Goods and/or providing Services within the UK payment shall be due from the

      Purchaser 30 (thirty) days following the date of the Seller’s invoice except where the Seller stipulates "cash with

      order" or "cash on delivery" terms. Time for payment shall be of the essence.

    3. In the case of Goods exported outside of the UK, payment shall be made by the Purchaser in British pounds

      sterling (£) before the despatch of any Goods takes place. Alternatively, the Purchaser shall provide an

      irrevocable letter of credit confirmed by a London clearing bank to be established in favour of the Seller and have an

      initial validity equal to the delivery period plus one month. The letter of credit shall permit part shipment and

      provide for the release of 100% of the contract value of each shipment. No liability to deliver Goods shall arise before

      the Seller is in receipt of a satisfactory letter of credit, and time for payment shall be of the essence.

    4. The Seller reserves the right to suspend deliveries where payment for any Order related or otherwise has not

      been made on the due date and remains outstanding.

  6. Description and data
    1. The Seller shall ensure that, at the time the Goods leave the Seller’s premises for delivery to the

      Purchaser, the Goods conform in all material respects with their description.

    2. Where the Seller is the manufacturer of the Goods, the Seller reserves the right to discontinue or to make

      design changes to the Goods, provided always that such design changes shall not lower the performance of the Goods,

      affect their mechanical interchange ability or result in a price increase to the Purchaser.

    3. In the case of Third Party Goods, the Seller shall ensure that, at the time the Goods leave the Seller’s

      premises for delivery to the Purchaser, the Goods supplied conform to the manufacturer’s current specification and

      finish.

    4. Subject to clause 12.1, the Seller shall use reasonable endeavours to ensure the accuracy of technical data

      or literature relating to the Goods, but the Seller (so far as permitted by law) accepts no liability in contract, tort

      or otherwise for any damage or injury arising directly or indirectly from any error or omission in such technical data

      or literature.

    5. Unless otherwise stated, electrical ratings represent safe working limits. Dimensions and other physical

      characteristics are subject to normal commercial tolerance. The Purchaser shall be responsible for ensuring the fitness

      of the product for the Purchaser’s chosen application.

    6. Any samples, drawings, descriptions of the Goods or Services or advertising issued by the Seller or placed

      on the Seller’s website are issued or published for the sole purpose of giving an appropriate idea of the

      Services/Goods. They shall not form part of the Contract or have any contractual force.

  7. Manufacturing Guarantee
    1. Subject to clause 8 below, Goods manufactured by the Seller are governed by the terms and conditions set out

      in the Seller’s manufacturing guarantee (Manufacturing Guarantee). A copy of the Manufacturing Guarantee can be

      requested by the Purchaser at any time and the Seller shall provide a copy as soon as reasonably practicable following

      such a request being made.

  8. Third Party Manufactured Goods
    1. Where the Purchaser’s Order includes an order for Goods manufactured by a party other than the Seller (Third

      Party Goods), the Seller’s liability, whether in contract, tort, or otherwise, for such Goods, shall not exceed the

      Seller’s own liability under the terms of any agreement that the Seller has entered into with such third party.

    2. The benefits of the guarantee or warranty attaching to the Third Party Goods or Software shall be passed on

      to the Purchaser and the Seller’s Manufacturing Guarantee shall not apply.

    3. By agreeing to purchase Goods from the Seller, the Purchaser agrees to comply with the terms of any licence

      granted to the Seller relating to the Goods to be purchased. The Purchaser agrees to indemnify and keep indemnified the

      Seller against any claim made by the relevant licensor against the Seller as a result of any act or omission on the part

      of the Purchaser.

    4. Details of the warranty, guarantee or licence relating to the Third Party Goods (if any) is available on

      request from the Seller.

  9. Force Majeure
    1. The Seller shall have no liability in respect of any failure to deliver or delay in delivering any Goods,

      providing Services or performing any obligations under these Terms due to any event beyond its reasonable control. Such

      events include, but are not limited to, strikes, lock-outs or other industrial disputes (whether involving the workforce

      of the Seller 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 suppliers or subcontractors.

    2. Where an event under clause 9.1 above occurs, and the Purchaser has made whole or part payment for the

      supply of Goods and/or Services and the manufacture of such Goods has commenced, the Seller may give seven (7) days’ to

      the Purchaser to terminate under these Terms. The Seller shall be entitled to deduct reasonable expenses from payments

      already received from the Purchaser. The balance of any monies shall be returned to the Purchaser.

  10. Price Variation
    1. The Seller reserves the right to increase the price of the Goods and/or Services to be supplied to the

      Purchaser:

      1. in proportion to any increased costs (including but not limited to increased exchange rates and taxes)

        incurred by the Seller from the date of the Seller’s Order Confirmation up to and including the date of the delivery of

        the Goods or the supply of the Services; or

      2. where the increase is due to any fault or default of the Purchaser, including but not limited to

        cancellation by the Purchaser of part of any Order.

  11. Storage of Goods
    1. Where delivery of Goods is delayed due to the fault or default of the Purchaser or the Purchaser’s agents or

      subcontractors, storage and all associated costs will be charged to, and be payable by, the Purchaser.

    2. The Goods shall remain at the Purchaser’s risk (but title shall not pass) from the date of the delay. The

      Seller reserves the right to invoice the Goods at the original delivery date, which shall also be the date of

      commencement of the relevant guarantee (as set out at clause 7 and 8 above).

  12. Limitation of Liability
    1. Nothing in these Terms shall limit or exclude the Seller’s liability for death or personal injury caused by

      its negligence or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation,

      breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982, breach of the terms implied by

      section 12 of the Sale of Goods Act 1979 or defective products under the Consumer Protection Act 1987.

    2. Subject to clause 12.1 above, the Seller shall under no circumstances whatever be liable to the Purchaser,

      whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

      1. any loss of profit;
      2. any indirect loss;
      3. any consequential loss; or
      4. any loss of data,

      suffered or incurred by the Purchaser under or in connection with these Terms.

    3. The Seller’s total liability to the Purchaser in respect of all losses arising under or in connection with

      these Terms, however so arising, shall in no circumstances exceed the Contract price.

    4. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to

      5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the

      Contract.

  13. Intellectual Property Rights
    1. All intellectual property rights in or arising out of or in connection with the supply of the Goods and or

      Services shall be owned by the Seller or its licensors.

    2. The Purchaser acknowledges that, in respect of any third party intellectual property rights in the Goods or

      Services, including Software downloads, the Purchaser’s use of any such intellectual property rights is conditional on

      the Seller obtaining a written licence from the relevant licensor on such terms as will entitle the Seller to license

      such rights to the Purchaser.

    3. The Purchaser shall indemnify and keep indemnified the Seller against all royalties, demands, proceedings,

      losses and costs in connection with any infringement or alleged infringements of any third party patent, registered

      design or other industrial property right in the manufacture, sale or application of the Goods.

  14. Cancellation and Returned Goods
    1. Cancellation will not be accepted for any Goods designed specifically for the Purchaser.
    2. The Seller shall only accept the return of Goods without its previous consent in relation to those Goods

      covered by the Manufacturing Guarantee referred to at clause 7 above.

    3. Other than under the Manufacturing Guarantee referred to in clause 7, if the Seller agrees to accept the

      return of Goods, those Goods must be returned at the Purchaser’s sole expense. All Goods returned by the Purchaser

      shall be returned to the Seller in the condition that they were originally delivered to the Purchaser. If Goods are

      tested by the Seller they will be subject to a minimum charge equivalent to 15% of the invoice price (exclusive of VAT),

      which shall be paid by the Purchaser.

    4. If the Seller agrees to cancel an Order or part of an Order relating to items not specifically designed for

      the Purchaser, a minimum charge equivalent to 20% of the total Order price (exclusive of VAT) shall be paid by the

      Purchaser.

  15. Termination
    1. Without limiting its other rights or remedies the Seller may terminate the Contract by giving the Purchaser

      not less than seven (7) days’ written notice.

    2. Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect

      by giving written notice to the Purchaser if:

      1. the Purchaser commits a material breach of any of these Terms and (if such a breach is remediable) fails

        to remedy that breach within fourteen (14) days of receipt of notice in writing to do so; or

      2. any action, proceedings, procedure or step is taken for the winding up, dissolution, administration or

        reorganisation of the Purchaser; or

      3. any action, proceedings, procedure or step is taken to appoint a liquidator, receiver, administrative

        receiver, administrator, compulsory manager or other similar office in respect of the Purchaser or any of its

        assets.

  16. Severance
    1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall

      be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not

      possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a

      provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these

      Terms.

  17. Third parties
    1. Any person who is not a party to the Contract shall not have any right to enforce its terms.
  18. Governing law and jurisdiction
    1. The Contract and any dispute arising out of or in connection with it, or its subject matter or formation,

      shall be governed by and construed in accordance with the laws of England and Wales.

    2. The Seller and the Purchaser irrevocably agree that the courts of England and Wales shall have exclusive

      jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or

      formation.