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1.1 In these conditions:
"the Company" means Euronav
Ltd or any Associated Company.
"the contract" means
the Contract between the Company and the Customer for the sale or
supply of Equipment
"the Customer" means
the person firm or company with whom the Contract is made by the
Customer
"the Equipment" means
any equipment, machinery parts, spares, software and any other goods
sold or supplied by the Company and any services supplied by the
Company
1.2 THESE conditions apply to all
contracts of the Company to sell or supply Equipment and shall prevail
over any terms put forward by the Customer unless the Company expressly
agrees to them in writing. No conduct by the company shall be deemed
to constitute acceptance of any terms put forward by the Customer
and no concession made or latitude allowed by the Company to the
Customer shall affect the strict rights of the Company under the
Contract.
1.3 THESE conditions may only be
varied with the express written agreement of the Company.
2.1 UNLESS otherwise specified
prices payable for the Equipment are exclusive of carriage and are
subject to the Company’s right to require payment of delivery
charges, insurance costs, customs duties, special handling charges
and/or packaging charges as appropriate.
2.2 THE Company shall have the
right at any time to revise prices to take into account increases
in costs including (without limitation) costs of agreed changes
in any taxes, duties, levies or exchange rates or costs arising
as a result of site conditions, delays interruptions, lack of information
and any other factor beyond the Company’s control.
3.1 NO order shall be accepted
by the Company unless first confirmed by the Customer in writing
or by facsimile.
3.2 THE customer shall state on
placing an order if he requires the Company to arrange carriage
and if so the delivery address. If the Customer so requests the
Company shall be entitled to make any contact of carriage and/or
insurance on behalf of the Customer as the Company considers necessary
and will be under no obligation to notify the Customer thereof.
The Customer will be responsible for complying with all conditions
and requirements of the carriers. Unless otherwise agreed by the
company delivery will be ex-works.
3.3 ALL times or dates given for
delivery of the Equipment are given in good faith and shall not
be of the essence of any Contract.
3.4 THE Company may make and the
Customer shall accept partial deliveries of Equipment ordered. Each
delivery shall be considered to be the subject of a separate Contract
and failure by the Company to make any one or more deliveries in
accordance with the Contract or any claim by the Customer in respect
of any one or more deliveries shall not entitle the Customer to
treat the Contract as a whole repudiated.
4.1 THE Customer will accept the
Equipment even if it is delivered late and late delivery will not
entitle the Customer to terminate the Contract.
4.2 THE Customer shall inspect
the Equipment as soon after delivery as is reasonably practicable
and in any event within 4 days after delivery, which period the
Customer agrees is a reasonable period given the nature of the Equipment
supplied by the Company.
4.3 THE Customer will notify the
Company in writing any shortage of supply, deficiency or damage
to or fault with the Equipment within 5 days of delivery. If the
Customer fails to comply with this clause the Company shall not
be liable to the Customer of any shortage discrepancy, damage or
fault, or in respect of any consequential losses or expenses arising
therefrom.
4.4 THE Customer hereby agrees
that the retention of the Equipment without written complaint to
the Company within 5 days of delivery constitutes for all purposes
an intimation by the Customer that the Equipment has been unconditionally
accepted, and that given the nature of the Equipment supplied by
the Company, 5 days constitutes a reasonable period within which
the Equipment should be rejected.
FROM the time the Equipment leaves
the Company’s premises whether this be by way of collection
by the Customer or receipt by Carriers (as the case may be) the
risk in the Equipment shall pass to the Customer who shall be solely
responsible for the custody and maintenance thereof.
6.1 If credit terms have been agreed
in writing by the Company payment shall be made in full without
any deduction or set-off within twenty eight days of the date of
the invoice unless otherwise agreed in writing by the Company.
6.2 If credit terms have not been
agreed by the Company then payment shall be made in full without
any deduction or set-off at the time of placing an order for the
Equipment.
6.3 If the Customer shall make
or offer to make any arrangement or composition with his creditors
or commit any act of bankruptcy or if any bankruptcy petition be
presented against him (if the company is a limited company) if any
resolution or petition to wind up such company shall be passed or
presented or if a receiver or administrator of the whole or any
part of such company’s undertaking property or assets shall
be appointed then if delivery of the Equipment has been effected
the invoice shall immediately become due and payable by the Customer;
if delivery has not been so effected then the Company may at its
option cancel the contract or suspend delivery.
6.4 NOTWITHSTANDING any of the
terms and conditions hereof the time of payment shall be of the
essence of the Contract.
6.5 INTEREST shall be payable on
overdue accounts at the rate of two percent per month or part thereof
on the amount for the time being outstanding from the due date of
payment thereof until receipt by the Company whether before or after
judgment.
6.6 IF any cheque presented in
payment of an invoice by the Customer shall be returned unpaid by
the Customers bank or if any agreed standing order or direct debit
arrangement shall fail to operate the Customer shall in addition
to all other sums payable under the contract pay to the Company
a sum of £20 for each such event or such greater sum as shall represent
the cost incurred by reason of such dishonor or failure as aforesaid.
7.1 THE Equipment shall remain
the property of the Company until payment is made in full for all
sums due under all contracts between the Company and the Customer.
7.2 UNTIL title passes to the Customer
under this clause 7.1 the following shall apply:
7.2.1 the customer shall hold the
Equipment as bailee for the Company, store the same in such a way
that it can be identified as the Company’s property and keep
it separate from the Company’s own property and the property
of any other person.
7.2.2 if payment has become due
or the provisions of clause 6.3 shall apply the Company shall be
entitled to recover the Equipment from the Customer and for that
purpose the Customer hereby grants to the Company, its agents and
employees an irrevocable license to enter any premises where the
Equipment is stored in order to repossess the same.
7.2.3 if in the normal course of
business the Customer shall sell the Equipment then he shall do
so as agent for the Company and out of the proceeds of such sale
shall retain the amount due to the Company in a separate identified
bank account as trustee for the Company.
7.2.4 in the event that the exercise
by the Company of the rights conferred by this clause result in
the Company repossessing Equipment for which the Customer has paid
the Company may set-off against any sums which become due from the
Company to the Customer as a result thereof, any other sums outstanding
from the Customer in respect of other contracts.
8.1 THE Company will make good
by repair or exchange (at its option) such of the Equipment or part
thereof which is shown to its reasonable satisfaction to have proved
defective in materials or workmanship during the Warranty Period
on the following terms:
8.11 any defect on or failure of
the Equipment must be notified to the Company in writing as soon
as practicable and in any event no later than five days after discovery.
8.1.2 the Equipment must be unmodified,
have been properly used under normal working conditions and have
been properly stored installed and maintained.
8.1.3 all delivery charges for
carriage to and from the company’s premises must be paid for
by the Customer.
8.1.4 the foregoing Warranty shall
only apply to any replacement Equipment or parts thereof supplied
by the Company under this warranty for the balance of the warranty
period applicable to the Equipment sold.
8.2 THE Company gives no undertaking
that the Equipment is fit for any particular purpose (including
any purpose for which such equipment is commonly supplied) or is
of any particular quality in respect of its appearance, finish,
safety, durability or freedom from minor defects or otherwise. The
Customer, having greater knowledge of his own requirements, relies
entirely on his own skill and judgement in evaluating whether the
equipment is in every respect of satisfactory quality.
8.3 SUBJECT to the foregoing all
conditions, terms and representations, express or implied by statute,
common law, custom or usage in relation to the Equipment are hereby
excluded and the Company shall be under no liability to the Customer
for any loss, damage or injury, direct or indirect, resulting from
defective material, faulty workmanship or otherwise howsoever arising
and whether or not caused by the negligence of the Company, its
employees or agents.
8.4 IN no event shall the Company
be under any liability whatsoever and howsoever arising for any
loss of use or loss of profits, interruption of business or any
other indirect special or consequential loss of any type arising
or alleged to have arisen out of any negligent act or default of
the Company’s obligations under such contract.
8.5 IF a Customer deals as a consumer
as defined in S.12 of the Unfair Contracts Terms Act 1977 the above
provisions shall not apply and the Customers statutory rights under
the Sale of Goods Act will be unaffected.
8.6 THE Company does not exclude
liability for death or personal injury to the extent that it is
caused by the negligence of the Company its employees or agents
nor for breach of any of the undertakings as to title implied into
the Contract by S.12 of the Sale of Goods Act 1979.
THE Company shall incur no liability
to the Customer for misrepresentation by virtue of any statement
made by or on behalf of the Company Prior to the Contract whether
orally or in any letter document or sales literature and the Customer
shall not be entitled to rescind the Contract on the grounds of
any such misrepresentation.
THE Company shall not be liable
for any delay or failure in performance of its obligations under
the Contract which is due to or results from any circumstances beyond
its reasonable control including but not limited to delays or defaults
of suppliers, or the defaults of any sub-contractor, war strike,
lock-out, trade dispute, flood, accident to plant or machinery,
shortage of materials or labor. In any such event the Company shall
be entitled to delay or cancel delivery of the Equipment. If due
to any such event the Company has insufficient stocks to meet all
its commitments the Company may apportion stocks between its Customers
at its sole discretion.
NO contract or order may be cancelled
without the Company’s written consent. In the event that cancellation
is agreed for whatever reason the Customer shall indemnify the Company
against all costs, claims, loss and expense occasioned thereby including
any consequential loss and loss of profits.
12.1 IF at any time one or more
of the above Conditions becomes in whole or in part void, invalid
or unenforceable then the remainder of these conditions shall nevertheless
remain valid and enforceable.
12.2 ALL notices hereunder shall
be in writing and shall be given by hand or sent by prepaid first
class post or facsimile to the party concerned at its last known
address. Notices sent by first class post shall be deemed (in the
absence of earlier receipt) to have been delivered forty-eight hours
after dispatch and notices sent by facsimile shall be deemed to
have been delivered on the first working day following the date
of their dispatch.
12.3 THE construction, performance
and validity of the Contract and of these Conditions shall in respect
be governed by the laws of England.
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