Terms of Business
1. Definitions
Anticipated Delivery Date means the date by which the Vendor expects to be able to deliver the Goods
Goods means the
Specification means the specification for the Goods signed by the Vendor and the Purchaser a copy of which is attached to this agreement.
Price means the full cost of
Delivery means when the goods are delivered into the control of the Purchaser
2 Agreement
Subject to the statutory rights of the Purchaser, this agreement forms the entire agreement between the parties and, unless agreed in writing by the Vendor, no warranty condition description or representation is given or to be implied by anything said done or written in the negotiations between the parties or their representatives prior to this agreement.
3. Alterations to Specification
Any alterations or additions to the Specification of the
4. Payment
4.1 Payment is by installments and is strictly net cash but may be made by electronic transfer with the agreement of the Vendor.
4.2 Payment of each installment must be made at each of the stages stated in the agreement. In the event of non‑payment of an installment interest will run at the rate of 4% per annum above the base rate of ABN-AMRO bank until payment is received in full.
4.3 Failure to make payment of any installment will entitle the Vendor at his option to delay or suspend performance of this agreement until payment has been made and/or cancel this agreement completely and return any payments previously made after deduction of all costs and disbursements incurred by the Vendor and subject to a reasonable administration charge.
4.4 Payment shall be due whether or not title to the goods has passed to the Purchaser and accordingly the Vendor shall (without prejudice to any other right or remedy) be entitled to sue for all or any part of the Price once the same is due.
5. Variation of Price
The Price is subject to adjustment prior to Delivery to cover any increase in the cost of the Goods the rate of taxation exchange rate or import/export duty which may occur after the signing of this agreement but prior to Delivery but any such increase to the Price will not exceed more than 5% of the quoted price and the Purchaser will be notified of such increase as soon as reasonably practicable.
6. Title & Risk
Title to and risk in the Goods passes to the Purchaser when Delivery takes place in accordance with the terms of this agreement.
7. Delivery
7.1 The Vendor will notify the Purchaser in writing when the Goods are ready for Delivery. The Vendor will try to deliver the Goods on or by the Anticipated Delivery Date. If Delivery is delayed the Vendor will notify the Purchaser of the revised Anticipated Delivery Date as soon as reasonably practicable.
7.2 If because of the Vendor’s default delivery cannot be made within six months of the original Anticipated Delivery Date then the Purchaser may cancel the contract by giving notice in writing of his intention to do so and will receive repayment of all monies due under the contract without interest subject to deduction of a reasonable charge for the Vendor's administration costs.
7.3.1. Delivery will normally be ex-works in accordance with EXW Incoterms 2000 and will take place at the premises of the sub-contractor responsible for cutting of the metal for the kit boat or any place the goods are held prior to delivery.
7.3.2 If the Purchaser so requests the Vendor may make arrangements for carriage of the Goods but is not obliged to do so. In that event the Goods are to be delivered Free Carrier in accordance with FCA Incoterms 2000 and delivery will take place at the business premises of the Vendor and will include export clearance and evidence of delivery of the Goods to the carrier.
7.4 The Vendor shall not be obliged to deliver the goods or allow them to be removed until the price has been paid in full in cleared funds.
8. Acceptance of the Goods
8.1 The Purchaser shall inspect the Goods upon Delivery. Any obvious damage should be noted on the carrier’s delivery note at the time of Delivery.
8.2 The Purchaser shall inform the Vendor in writing:
8.2.1 If there is any shortage of or damage to the Goods within 5 working days of receipt of the Goods;
8.2.2 In the case of any defects discoverable upon reasonable examination of the Goods within 8 weeks of the date of Delivery;
8.2.3 In the case of any defects not discoverable upon reasonable examination of the Goods within a reasonable period of the date such defect is actually discovered subject to an overall limit of 1 year from the date of delivery or until the kit boat is fully assembled, whichever is the shorter period of time.
9. Liability
9.1 The liability of the Vendor under this agreement shall NOT extend to:
9.1.1 defects caused by willful or accidental damage by the Purchaser his servants or agents or
9.1.2 negligence (other than by servants or agents of the Vendor as set out in clause 9.2) or
9.1.3 construction or use of the Goods which is NOT in accordance with the written instructions provided by the Vendor or
9.1.4 incorrect storage or movement or defects caused by fair wear and tear or
9.1.5 any matter whatsoever beyond the reasonable control of the Vendor.
9.2 The Vendor will be liable to the Purchaser for damages to the Purchaser arising directly from the negligence of the Vendor or its employees or for damage caused by a defect in the Goods.
9.3 Save for the liability set out in clause 9.1 the liability of the Vendor for loss or damage to the Purchaser shall be limited to a maximum figure of the Price.
10. Cancellation
10.1 The Purchaser has the right to cancel this agreement under
specific circumstances where Vendor and/or Purchaser have any reason which might be deemed reasonable and agreeable to both parties.
10.2 In the event of cancellation by the Purchaser in exercise of the right described in 10.1 the Goods must be returned to the Vendor at the expense of the Purchaser.
11. Data Protection
Any information that the Purchaser supplies will not be disclosed to third parties except with the Purchasers written consent.
12. Third party rights
Nothing in this agreement is intended to confer any benefit on any person who is not a party to this agreement.
13. Jurisdiction
This agreement is made under and shall be determined by Swiss Law.
14. Purchaser's Responsibility
The Purchaser undertakes with the Vendor that he will ensure compliance so far as is reasonably practicable by his servants, agents or licensees with any instructions given by the Vendor or the manufacturer for the purpose of ensuring that the goods will be safe and without risk to health when properly used and will take any other steps or precautions as having regard to the nature of the Goods as are necessary to preserve the health and safety of persons handling or using them and will indemnify the Vendor against any costs, claims, damages or liability arising from a failure by the Purchaser to comply with this undertaking.
15. Miscellaneous
15.1 Any notice by either party shall be deemed to have been properly given if delivered by hand or sent by first class recorded delivery post to the other party at its address notified in writing and shall be deemed to have been delivered at the time of delivery.
15.2 Any condition found to be invalid or unenforceable shall be severed, and the r