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Terms of Business

HMS Hanseatic Marine Services

1 Interpretation

1.1 In these Conditions the following words have the following meanings:
“Buyer” the person firm or company who accepts a quotation from the
Company for the sale of the Goods or whose order for goods is
accepted by the Company
“Company” HMS Hanseatic Marine Services GmbH & Co. KG whose
registered offices is at Winsbergring 25, 22525
Hamburg, Germany and which is registered at the commercial
register of the Amtsgericht Hamburg
“Contract” Any contract between the Company and the Buyer for the sale
and purchase of the Goods, incorporating these Conditions
“Conditions” The standard terms and conditions of sale set out in this
document and (unless the context otherwise requires) includes
any special terms and conditions agreed in writing between the
Company and the Buyer
“Goods”
“Price List”
Any goods agreed in the Contract to be supplied to the Buyer
by the Company (including any instalments or parts of them)
The Company’s published price list as issued from time to time
1.2 Any reference in these Conditions to any provision of a statute or Incoterms shall
unless the context otherwise requires be construed as a reference to that provision as
amended, re-enacted or extended at the relevant time.
1.3 Any reference to any English legal term for any action, remedy, method of judicial
proceeding, legal document, legal status, court, official or any legal concept or thing
shall in respect of any jurisdiction other than England be deemed to include what
most nearly approximates in that jurisdiction to the English legal term concerned.
1.4 Any reference to a gender includes the other genders and reference to the singular
includes the plural and vice versa.

2 Basis of Sale, Orders and Specifications

2.1 Unless otherwise agreed by the Company in writing and signed on its behalf by a duly
authorised officer of the Company, the Contract will be on these Conditions to the
exclusion of all other terms and conditions (including any terms and conditions which
the Buyer purports to apply under any enquiry, order, acceptance, specification or
other document).
2.2 Each order for Goods by the Buyer from the Company shall be deemed to be an offer
by the Buyer to purchase Goods subject to these Conditions and no order placed by
the Buyer shall be deemed to be accepted by the Company until a written
acknowledgement of order is issued by the Company or (if earlier) the Company
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delivers the Goods to the Buyer.
2.3 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s
purchase order, confirmation of order, specification or other document will form part
of the Contract simply as a result of such document being referred to in the Contract.
2.4 These Conditions apply to all the Company’s sales and any variation to these
Conditions and any representations about the Goods shall have no effect unless
expressly agreed in writing and signed by a duly authorised officer of the Company.
Nothing in this Condition will exclude or limit the Company’s liability for fraudulent
misrepresentation.
2.5 Data, such as illustrations, drawings or specifications of weight, dimensions,
performance or consumption, provided in connection with any offer or sales
confirmation, shall be approximations only and not constitute a contractual
specification unless expressly so stated in the Company’s written order confirmation.
2.6 Any information, such as drawings and other documentation, made available to the
Buyer is to be treated as confidential information by the Buyer unless such
information is already in the public domain or the Buyer can prove that such
information was lawfully in the Buyer’s possession before receipt thereof and such
information may be used by the Buyer only for the purposes of the Contract. It will not
form part of this Contract and all rights in them shall at all times remain in the
ownership of the Company.
2.7 No order which has been accepted by the Company may be cancelled by the Buyer
except with the agreement in writing of the Company and upon terms of an indemnity
of the Company in full against all loss (including loss of profit), costs (including the
cost of all labour and materials used), damages, charges and expenses incurred by
the Company as a result of cancellation and work done to the date of cancellation.
2.8 The quantity, quality and description of and any specification for the Goods shall be
as set out in the Company’s quotation. Any typographical, clerical or other error or
omission in any sales literature, quotation, Price List, acknowledgement of order,
invoice or other document issued by the Company is subject to correction by the
Company without liability on the part of the Company.
2.9 The Buyer must ensure that the terms of its order and any applicable specification are
complete and accurate.
2.10 The Company reserves the right to alter or change the specification, design or details
of any Goods provided that these do not materially affect quality or performance and
any such alteration or change will be notified in writing to the Buyer.
2.11 The Buyer warrants to be entitled, authorised or otherwise permitted by the customs
authority or other authorities to deal with Goods free from tax, duty or other levies.
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3 Export Goods

3.1 Goods designated for export from the European Union (“EU-export goods”) may
only be purchased by Customers situated in third countries, by ships being entitled to
do so according to section 27 of the German Customs Regulations dated 23rd
December 1993 (Zollverordnung) or by the owner of bonded stores within section 98
and 166 EC-Regulation No. 2913/92 (Zollkodex).
3.2 The Buyer shall deal with the EU-export goods in accordance with EC-Regulation No.
3665/87 so that the relevant refunds will be paid to the Company. This includes in
particular, but not exclusively, the obligation to observe the statutory time limits set for
the export of the goods and to submit the necessary proof of export to the customs
authority in due time.
3.3 The Buyer shall be liable for all damages resulting from a breach of the duties as
mentioned in clause 3.1 and 3.2 of this Contract.
4 Packaging
4.1 The Company shall choose the form of packaging which shall comply with the usual
form of packaging at the place of delivery. The Buyer has to inform the Company
within a reasonable time if it requires a special form of packaging. The Buyer is liable
for any additional costs resulting from such special form of packaging.
4.2 Containers which can be returned, in particular Euro pallets, remain in the ownership
of the Company. The Buyer has to return such containers to the Company in
Hamburg all charges paid within four weeks of delivery. In case of a delay in returning
the containers the Buyer shall be liable to the Company for the costs of hire of such
containers at the usual hire rates in Hamburg. In case of loss of the containers the
Buyer shall be liable to reimburse the Company in the amount of the current value of
the containers.

5 Price and Payment

5.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been
quoted (or a quotation is no longer valid), the price listed in the Price List, net in Euro.
Any quotation is valid for 30 days only unless previously withdrawn or unless
otherwise agreed in writing.
5.2 The Company reserves the right to revise the price of Goods between the date of
acceptance of the order and the proposed date of delivery to reflect any increase in
cost to the Company due to any factors beyond its control such as any change in
delivery dates, quantities or specifications for the Goods requested by the Buyer,
delay caused by instructions of the Buyer or failure by the Buyer to give the Company
adequate information or instructions prior to notification. The adjusted price will not
exceed the Company’s prices generally applicable at the time.
5.3 The price of the Goods shall be for delivery ex works (EXW as per Incoterms) of the
Company excluding all costs or charges in relation to loading, unloading, carriage,
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insurance. Where the Company agrees to deliver to a place different from its works
the Buyer shall be liable for all costs in relation to packing, loading, unloading,
carriage and insurance. All prices are exclusive of value added tax or other sales tax.
The Buyer will pay for all additional amounts when it is due to pay for the Goods.
5.4 All taxes and other levies which are newly introduced or increased after the
conclusion of the contract are to be borne by the Buyer.
5.5 Payment shall be due within 30 days of the invoice. Time of payment shall be of the
essence. No payment shall be deemed to have been received until received in full in
cleared funds.
5.6 Payment by Bills of Exchange and cheques will only be accepted after prior written
agreement.
5.7 Where the Buyer is paying by instalments, the whole of the outstanding balance
becomes due and payable immediately if any instalment is not paid on the due date
or at a later date set by the Company, at its discretion, for the payment of the overdue
instalment.
5.8 The Buyer shall make all payments without any deduction whether by way of set-off,
deduction, counterclaim, discount (save as expressly mentioned in these Conditions)
abatement or otherwise unless the Buyer has a final court order requiring an amount
equal to such deduction to be paid by the Company to the Buyer and notwithstanding
any other Conditions, all payments become due immediately upon termination of the
Contract.
5.9 If the Buyer fails to pay the Company any sum due to the Company, the Company
shall be entitled to:
(a) cancel the Contract or suspend any further deliveries to the Buyer;
(b) appropriate any payment made by the Buyer to such of the Goods (or the
goods supplied under any other contract between the Buyer and the
Company) as the Company may think fit (notwithstanding any purported
appropriation by the Buyer);
(c) interest on such sum from the due date for payment at the annual rate of 5 %
above the base lending rate from time to time of the European Central Bank,
accruing on a daily basis until payment is made in full, whether before or after
any judgment. The Company reserves the right to claim any damage caused
by the delay; and
(d) demand the immediate payment of all outstanding invoices.

6 Delivery

6.1 Unless agreed in the Company’s order confirmation, delivery of the Goods shall be
effected ex works; in the event that the Company arranges transport and/or insurance
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of the Goods in transit, it shall invoice the Buyer therefore but the Company shall not
assume any liabilities in respect of the selection of transport undertaking or insurer.
6.2 The Buyer will provide at its expense adequate and appropriate equipment and
manual labour for loading the Goods at the place where the delivery is to take place.
6.3 Any dates specified by the Company for delivery of the Goods are intended to be an
estimate and time for delivery shall not be made of the essence by notice. If no dates
are specified, delivery will be within a reasonable time. Time of delivery shall not
begin unless the Company has been provided with the documentation, authorisations,
licences and releases to be supplied by the Buyer and before all necessary other
prerequisites have been fulfilled and while any sums due payable by the Buyer to the
Company remain outstanding. This Condition shall not be deemed to have been
waived by the Company agreeing after its acceptance of an order to deliver by a
specified date.
6.4 The Buyer will take delivery of the Goods immediately upon the Company giving it
notice that the Goods are ready for delivery.
6.5 Subject to the other provisions of the Conditions, the Company will not be liable for
any loss (including loss of profit), costs, damages, charges or expenses caused
directly or indirectly by any delay in the delivery of the Goods (even if caused by the
Company’s negligence) nor will any delay entitle the Buyer to terminate or rescind the
Contract unless such delay exceeds 90 days.
6.6 If the Buyer fails to accept delivery of the Goods, or the Company is unable to deliver
the Goods on time because the Buyer has not provided appropriate instructions,
documents, licences or authorisations then:
(a) risk in the goods will pass to the Buyer as of the date the Goods are notified to
the Buyer as ready for delivery and the Buyer shall insure accordingly;
(b) the Goods will be deemed to have been delivered; and
(i) the Company may store the Goods until actual delivery and the Buyer
will be liable for all related costs and expenses (including without
limitation storage and insurance); or
(ii) The Company may sell the Goods at the best price readily obtainable
by it and (after deducting all storage, selling expenses and additional
costs) account to the Buyer for the excess over the price under the
Contract or charge the Buyer for any shortfall below the price under
the Contract.
6.7 Delivery by instalments shall be accepted by the Buyer. Each delivery or instalment of
the Goods shall constitute a separate contract and failure by the Company to deliver
any one or more of the instalments in accordance with these Conditions or any claim
by the Buyer in respect of any one or more instalments shall not entitle the Buyer to
treat the Contract as a whole as repudiated.
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6.8 The quantity of any consignment of Goods as recorded by the Company upon
despatch from the Company’s place of business shall be conclusive evidence of the
quantity received by the Buyer on delivery unless the Buyer can provide conclusive
evidence proving the contrary.
6.9 The Company shall not be liable for late delivery of Goods if the Buyer accepts the
delivery unless written notice of the delay is given to the Company within two weeks
of the date after the Goods have been received.
6.10 The Company shall not be liable for any non-delivery of goods (even if caused by the
Company’s negligence) unless written notice is given to the Company within one
week of the date when the Goods would in the ordinary cause of events have been
received.
6.11 In the event of any non-delivery or late delivery of Goods for which the Company is
liable, the Buyer shall be entitled to liquidated damages calculated at the rate of 5 %
of the contract price of the relevant Goods for every completed week by which the
actual date of delivery (or deemed delivery) was delayed, provided, however, that the
aggregate amount of liquidated damages shall not exceed 30 % of the contract price
of the relevant Goods.
6.12 The Buyers' rights and entitlements arising out of any non-delivery or late delivery are
exhaustively set out in clause 6.11 above and in no event shall the Company's liability
exceed such amount as may be payable by way of liquidated damages pursuant to
that clause.
6.13 If the Company delivers to the Buyer a quantity of Goods of up to 10% more or less
than the quantity accepted by the Company the Buyer shall not be entitled to object to
or reject the Goods or any of them by reason of the surplus or shortfall and shall pay
for such goods at the pro rata Contract rate.

7 Risk & Title

7.1 Risk with respect to Goods shall pass to the Buyer in accordance with Incoterms
condition EXW irrespective of whether only a part or parts of the Goods are delivered.
The Buyer shall insure accordingly, for all potential losses including without limitation
theft, breakage, transportation, fire and water damage.
7.2 Ownership of the Goods shall not pass to the Buyer until the Company has received
payment of all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer
on any account.
7.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:
(a) hold the Goods on a fiduciary basis as the Company’s bailee;
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(b) store the Goods (at no cost to the Company) separately from all other goods
of the Buyer or any third party in such a way that they remain readily
identifiable as the Company’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or
relating to the Goods;
(d) maintain the Goods in satisfactory condition insured on the Company’s behalf
for their full price against all risks to the satisfaction of the Company, with the
interest of the Company noted on the policy. On request the Buyer shall
produce the policy of insurance to the Company; and
(e) hold the proceeds of the insurance referred to in condition 7.3 (d) on trust for
the Company and not mix them with any other money, nor pay the proceeds
into an overdrawn bank account.
7.4 The Buyer may resell the Goods before ownership has passed to it solely on the
following conditions:
(a) any sale shall be effected in the ordinary course of the Buyer’s business at full
market value and the Buyer shall hold such part of the proceeds of sale as
represent the amount owed by the Buyer to the Company on behalf of the
Company and the Buyer shall account to the Company accordingly; and
(b) any such sale shall be a sale of the Company’s property on the Buyer’s own
behalf and the Buyer shall deal as principal when making such a sale.
7.5 The Company may at any time revoke the Buyer’s power of sale referred to in sub-
Condition 7.4 above by written notice to the Buyer if the Buyer shall for 7 days or
more be in default in the payment of any sum whatsoever due to the Company.
7.6 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) (the Buyer being an individual) a bankruptcy order is made against the Buyer
or the Buyer makes an arrangement or composition with his creditors, or
otherwise takes the benefit of any statute for the time being in force for the
relief of insolvent debtors, or (the Buyer being a body corporate) convenes a
meeting of creditors (whether formal or informal), or enters into liquidation
(whether voluntary or compulsory) except a solvent voluntary liquidation for
the purpose only of reconstruction or amalgamation, or has a receiver and/or
manager, administrator or administrative receiver appointed of its undertaking
or any part thereof, or a resolution is passed or a petition presented to any
court for the winding up of the Buyer or for the granting of an administration
order in respect of the Buyer, or any proceedings are commenced relating to
the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows an execution, whether legal or equitable, to be
levied on its property or obtained against it, or fails to observe/perform any of
its obligations under the Contract or any other contract between the Company
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and the Buyer, or is unable to pay its debts within the meaning of section 123
of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers pledges or in any way charges any of the Goods.
7.7 If the goods are mixed with or incorporated in other goods before the price is paid, the
seller shall have ownership of the whole of the goods (or such portion representing
the amount of his goods incorporated) until payment is made in full.
7.8 The Company shall be entitled to recover payment for the Goods notwithstanding that
ownership of any of the Goods has not passed from the Company.
7.9 The Buyer grants the Company, its agents and employees an irrevocable licence at
any time to enter any premises or vessel where the Goods are or may be stored in
order to inspect them, or, where the Buyer’s right to possession and/or power of sale
has terminated, to recover them and in either case the Buyer shall place the Goods at
the disposal of the Company.
7.10 Where the laws of the country where the Goods or the vessel are situated do not
recognise all or some of the clauses providing for the transfer of title in the Goods, the
parties agree that the legal concepts coming closest to the agreed clauses shall apply
in order to secure the rights of the Company. The same shall apply where a law of a
country is applied to this contract which does not recognise all or some of the clauses
providing for the transfer of title in the goods.

8 Quality and Standard Warranty

8.1 Any claim in respect of any defect in the quality or condition of the Goods or their
failure to correspond with specification (whether or not delivery is refused by the
Buyer) shall be notified to the Company within 3 days from the date of delivery or
(where the defect or failure was not apparent on reasonable inspection) within 3 days
after discovery of the defect or failure. In case of fresh or perishable Goods defects
shall be notified within 24 hours after delivery.
8.2 If the Buyer does not notify the Company pursuant to these Conditions, the Buyer
shall not be entitled to reject the Goods and the Company shall have no liability for
such defect or failure, and the Buyer shall be bound to pay the price as if the Goods
had been delivered in accordance with the Contract.
8.3 Where any valid claim in respect of any defect in the quality or condition of the Goods
or their failure to meet specification or in respect of damage in transit is notified in accordance
with these Conditions, the Company shall at its sole discretion be entitled
to:
(a) replace the Goods (or the part in question) or repair the Goods free of charge;
or
(b) refund to the Buyer the price of the Goods (or a proportionate part of the price)
and the Company shall have no further liability to the Buyer; or
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c) issue a credit note at the pro rata Contract rate against any invoice raised for
such Goods.
8.4 The liability of the Company under this Condition 8 does not extend to:
(a) defects or deterioration of the Goods arising from fair wear and tear, wilful
damage, negligence, inappropriate storage, abnormal working conditions,
failure to follow the Company’s instructions, misuse, improper cleaning,
alteration or repair of the Goods without the Company’s approval or
attributable to the act or default of some person other than the Company and
its employees, agents or sub-contractors; or
(b) defects in Goods manufactured to the Buyer’s own specification or
requirements if not approved by the Company
(c) parts, materials or equipment not manufactured by the Company, in respect of
which the Buyer shall only be entitled to the benefit of any such warranty or
guarantee as is given by the manufacturer to the Company.
8.5 The Company will collect and re-deliver without charge within the country in which the
Goods have been delivered any Goods which are subject to repair or replacement
pursuant to this Condition 8.
8.6 Any defective Goods shall be available for collection by the Company from a point
within the country in which the Goods have been delivered. Goods from places
outside the said country shall be returned to the Company carriage paid by the Buyer.
After rectification re-delivery outside Germany will be at the expense of the Buyer.
8.7 In cases where repairs, which are not covered by this Condition 8, are undertaken
charges in respect of labour, material and transport together with all appropriate VAT
thereon will be made.
8.8 In the event that the Buyer wishes to return Goods shown in the current standard
range of the Company, any agreement for such returns shall be in writing and at the
sole discretion of the Company and shall be subject to the Company’s standard return
charges. Transport in respect of such returns shall be at the cost of the Buyer.
8.9 Save in respect of Goods treated or manufactured as described in 8.4 (a) and (b) the
Company shall at its option repair or replace Goods which, subject as hereinafter
mentioned, prove defective in use within a period of 12 months following the date on
which such Goods are delivered or deemed to be delivered. Such undertaking by the
Company shall not apply where, in the reasonable opinion of the Company, the
Goods have been improperly stored or used, where there has been a failure to follow
instructions, or where there has been excessive wear or failure caused by faulty
installation or any abnormal conditions. In circumstances where the Buyer is of the
view that Goods should be repaired or replaced under this condition, the Buyer shall
return the Goods in question to the Company carriage paid.
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8.10 If the Company complies with the conditions of this Clause 8 it shall have no further
liability for a breach of warranty in respect of such goods.

9 Limitation of Liability

9.1 Subject to Conditions 6 and 8 the following provisions set out the entire liability of the
Company (including any liability for the acts or omissions of its employees, agents
and sub-contractors) to the Buyer in respect of any breach of these Conditions and
any representation, statement or tortious act or omission including negligence arising
under or in connection with the Contract.
9.2 All warranties, conditions and other terms implied by statute or common law are, to
the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these Conditions excludes or limits the liability of the Company for death or
personal injury caused by the Company's negligence or for fraudulent
misrepresentation.
9.4 The Company reserves the right to defer the date of delivery or to cancel the Contract
or reduce the volume of the Goods ordered by the Buyer (without liability to the
Buyer) and the Company shall not be liable to the Buyer or deemed to be in breach of
Contract by reason of delay or any failure to perform if the Company is prevented
from or delayed in performing due to circumstances beyond the reasonable control of
the Company including, without limitation, acts of God, governmental actions, war or
national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs,
strikes or other labour disputes (whether or not relating to its workforce), or restraints
or delays affecting carriers or inability or delay in obtaining supplies of adequate or
suitable materials Provided that, if the event in question continues for a continuous
period in excess of 180 days, the Buyer shall be entitled to give notice in writing to the
Company to terminate the Contract.
9.5 The Company will not be liable if payment for the total price of the Goods has not
been received by the Company in full in cleared funds by the due date.
9.6 Subject to Conditions 9.2 and 9.3:
(a) the Company’s total liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation or otherwise, arising in connection with the
performance or contemplated performance of this Contract shall be limited to
the price for the Goods and
(b) the Company shall not be liable to the Buyer for any indirect or consequential
loss or damage (whether for loss of profit, loss of business, depletion of
goodwill or otherwise), costs, expenses or other claims for consequential
compensation whatsoever (howsoever caused) which arise out of or in
connection with the Contract.
9.7 Any claim the Buyer may bring against the Company for breach of contract must be
commenced within two years of the cause of action arising and the parties agree that
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the statutory limitation period is so shortened.

10 Insolvency of the Buyer

10.1 The Company shall be entitled either to terminate wholly or in part any or every
Contract or to suspend work and/or delivery of Goods under any or every Contract in
any of the following events without any liability to the Buyer:
(a) if any debt is due and payable by the Buyer to the Company but is unpaid;
(b) the Buyer makes a voluntary arrangement with its creditors or (being an
individual or firm) becomes bankrupt or (being a company) becomes subject to
an administration order or goes into liquidation (otherwise than for the
purposes of amalgamation or reconstruction); or
(c) an encumbrance takes possession, or a receiver is appointed, of any of the
property or assets of the Buyer; or
(d) the Buyer ceases, or threatens to cease, to carry on business;
10.2 The Company shall be entitled to exercise its rights of termination or suspension at
any time during which the event or default giving rise thereto has not ceased or been
remedied and in the event of any such suspension the Company shall be entitled as a
condition of resuming work or delivery under any contract between it and the Buyer to
require pre-payment of or such security as it may require for the payment of the price
of any further work or delivery.

11 General

11.1 All communications between the parties about the Contract must be in writing in
English or German language and delivered by hand or sent by pre-paid first class
post or sent by facsimile transmission (in case of communications to the Company) to
such address as shall be notified to the Buyer by the Company as its trading address
on the stationery of the Company or (in the case of the communications to the Buyer)
to the registered office of the Buyer (if it is a company) or (in any other case) to any
address of the Buyer set out in any document which forms part of this Contract or
such other address as shall be notified to the Company by the Buyer in writing.
11.2 Communications shall be deemed to have been received if sent by pre-paid first class
post, 2 days (excluding Saturdays, Sundays and bank and public holidays in
Hamburg, Germany) after posting (exclusive of the day of posting), if delivered by
hand on the day of delivery and if sent by facsimile transmission on a working day
prior to 5.00 pm, at the time of transmission and otherwise on the next working day.
11.3 Each right or remedy of the Company under the Contract is without prejudice to any
other right or remedy of the Company whether under the Contract or not.
11.4 Failure or delay by the Company in enforcing or partially enforcing any provision of
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the Contract will not be construed as a waiver of any of its rights under the Contract
and any waiver by the Company of any breach of, or any default under, any provision
of the Contract by the Buyer will not be deemed a waiver of any subsequent breach
or default and will in no way affect the other terms of the Contract.
11.5 If any provision of the Contract is found by any court, tribunal or administrative body
of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable,
unenforceable or unreasonable it shall to the extent of such illegality, invalidity,
voidness, voidability, unenforceability or unreasonableness be deemed severable and
the remaining provisions shall continue in full force and effect.
11.6 The Contract and any documents referred to in it constitute the entire agreement
between the parties with regard to the subject matter of the Contract.
11.7 The Buyer may not without the prior written consent of the Company assign the
benefit of any Contract or any part of it to any person, firm or company.
11.8 A person who is not a party to the Contract shall have no rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any of its terms. Any rescission variation
amendment or waiver to or of the Contract shall not require the consent or approval of
any person who is not a party to the Contract.
11.9 These Conditions and the Contract shall be subject to and construed in accordance
with Law of England and Wales. The provisions of The United Nations Convention on
Contracts for the International Sale of goods shall not apply.
11.10 The parties to the Contract irrevocably agree that, subject as provided below, the
courts of England and Wales shall have exclusive jurisdiction over any claim or matter
arising under or in connection with this Contract or the legal relationships established
by this Contract and that accordingly any proceedings in respect of any such claim or
matter may be brought in such courts. Nothing in this clause shall limit the right of the
Company to take proceedings against the Buyer in any other court of competent
jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions
preclude the taking of proceedings in any other jurisdictions, whether concurrently or
not, to the extent permitted by the law of such other jurisdiction.
11.11 The Buyer will irrevocably appoint an agent to receive on its behalf in England or
Wales service of any proceedings arising out of or in connection with this Contract.
Such service shall be deemed completed on delivery to such agent (whether or not it
is forwarded to and received by the Buyer). If for any reason such agent ceases to be
able to act as agent or no longer has an address in England or Wales, the Buyer shall
forthwith appoint a substitute acceptable to the Company and deliver to the Company
the new agent’s name, address and fax number.

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