1.1 The term ‘Buyer’ shall mean the party on whose behalf the Purchase Order is issued by AW Ship Management Limited.
1.2 The term ‘Seller’ shall mean the person, firm or company to whom the Purchase Order is issued.
1.3 The term ‘Purchase Order’ shall mean the Purchase Order placed by the Buyer with the Seller for the supply of the Goods or Service.
1.4 The words ‘Goods or Service’ includes all Goods or Services to be supplied by the Seller under the Purchase Order and includes any labels, instructions or handbooks relating to the Goods or Service.
1.5 The ‘Contract’ shall mean the Contract between the Buyer and the Seller consisting of the Purchase Order, these terms and conditions of purchase and any other documents (or parts thereof) referred to in the Purchase Order.
1.6 The term ‘Date for Delivery’ shall mean the Date for Delivery specified in the Purchase Order.
1.7 The term ‘Contract Price’ shall mean the sum stated in the Purchase Order to be paid by the Buyer to the Seller for the supply of the Goods or Service.
No terms and conditions of sale submitted or referred to by the Seller in any quotation or tender during the course of negotiations or acknowledgement of the Purchase Order from Seller between the parties shall form part of the contract unless the Buyer specifically agrees in writing to their incorporation in the contract and confirmed such agreement in the Purchase Order.
Neither party shall be bound by any variation, waiver or addition to these conditions, except as agreed by the parties in writing and signed on their behalf by one of their duly authorised officers.
The Goods shall become the property of the Buyer when they have been delivered in accordance with Clause 8 below without prejudice to the Buyer’s right to reject the Goods under Clause 10.
If nothing else is agreed, terms of payment will be current month plus 30 days and are subject to satisfaction as to quantity and quality as well as acceptance of the invoice.
Customs invoice and delivery note will be issued in English in duplicate. One copy shall be placed in a plastic pocket on the outside of the packing and the other inside with any Goods.
Restricted articles must be marked and packed according to the IMO/IATA/ADR/RID rules and regulations in force at the time of delivery. Likewise, all documents and certificates prescribed in IMP/IATA/ADR/RID must accompany the Goods but should not be enclosed in the package(s).
All Goods or Services must be delivered/completed to/at the address stipulated on the Buyer’s Purchase Order form. Where ‘Dangerous Goods’ are involved, advanced notification is required, including details of UN numbers, etc. Costs of returning or redirecting wrongly delivered Goods will be at the Seller’s expense and may be deducted from invoice payments. The Seller is to use its best endeavours at all times to respond to unscheduled requests and to changed requirements. If the Seller shall fail to deliver/complete the Goods or Service by the Date of Delivery, the Buyer shall be entitled to terminate the Contract and purchase other goods or services of the same or similar description from elsewhere and recover from the Seller the amount by which the cost of purchasing such other goods or services exceeds the Contract Price, without prejudice to any other rights which the Buyer may have in respect of the Seller’s breach of contract. The seller will advise all of its employees and/or representatives of the safety control measures in force when they are required to visit vessels owned or managed by the Buyer. The safety control measures in force are shown on the reverse of these terms and conditions.
In order that Buyer complies with current ‘Garbage Management Regulations’, packaging of all Goods must be arranged such, that as much use as possible is made of ‘environmentally friendly packaging materials’. In addition, packaging should be reduced as much as possible concurrent with the safe handling, transport delivery and application of the Goods being supplied.
Faulty or defective Goods will be rejected and returned at the Seller’s cost. All items supplied must conform with:
10.1 the provisions of the Contract and, in particular, with the specifications, drawings, descriptions or samples contained or referred to in the Contract;
10.2 any standards specified in the Contract and, where no standard with the relevant British Standards;
10.3 the requirements of any legislation current at the date of delivery.
If any of the Goods do not comply strictly with any of the terms of the Contract, the Buyer may reject them within a reasonable time after delivery and, irrespective of whether such Goods have been accepted or paid for, Section 15A of the Sale of Goods Act 1979 shall not apply. The Buyer reserves the right to rework rejected material at the Seller’s cost and expense if the need is urgent.
The Seller shall indemnify the Buyer against all actions, claims, demands, costs, charges, damages, liabilities or losses (including consequential loss up to a limit of £500,000) that may be suffered or incurred by the Buyer and which arise directly or indirectly from or in connection with (a) the negligent or wilful acts or omissions of the Seller, its employees, agents or contractors in supplying, delivering and installing/completing the Goods or Service; (b) the breach of any provision of the terms of purchase by the Seller; (c) any defect in the workmanship, material or design of the Goods or Service or their packaging; (d) any infringement or alleged infringement of any patent, registered design right, trademark, trade name or any other intellectual right for or relating to the Goods or Services, unless such infringement has occurred directly as a result of any specification supplied by the Buyer and (e) any liability under the Consumer Protection Act 1987 in respect of the Goods or Service.
Unless otherwise specifically stated in the order, the price for the Goods shall be fixed and firm. Price lists cannot be varied except by submission in writing to the Buyer (at least one month before the date the new price is required to take effect) of a properly constructed justification, which we reserve the right to vary, dispute or reject depending on the circumstances.
Quantities on the order will not be varied, except by agreement of both parties; such agreement to be confirmed in writing.
The Seller warrants all Goods or Services and parts thereof good and free from defect for twelve months from the date of supply, completion, fair wear and tear accepted. Items of property of the Buyer, which are in the keeping of the Seller for any reason, shall be maintained in as good a condition as when first received. Furthermore, the Seller warrants that appropriate insurance is in place to cover loss or damage incurred as a result of defective Goods or Service.
Work awarded to the Seller shall not be subcontracted unless written approval from the Buyer is obtained prior to the action being taken. The Seller shall be responsible for all work done and Goods or Services supplied by subcontractors as if the work had been done or the Goods or Service supplied by itself.
Any information or Data that is supplied to AW Ship Management that is deemed to be “Personal Data” under the General Data Protection Regulation” may be used and retained by AWSML until the completion of the required services.
AWSML reserve the right to retain all personal data and information that has been sent through for a period of up to 7 years, as required under law.
AWSML are required to be notified of any breaches of data that vendors may have into their systems as soon as it has been noticed or identified as, although it may not be confirmed, our data may be breached, as a result and we are required to notify the Information Commissioners Office as such.
For further information concerning our GDPR Policy please visit our website.
In the event of a disaster which prevents the Seller from delivering its Goods or Service in due time, the Buyer will endeavour to obtain a delay in order to give the Seller more time but retain the right to purchase from elsewhere and cancel the existing order. In the event of a disaster, which precludes the Buyer from receiving goods and services, the Seller’s help is asked in not insisting on delivery and consequent payment until the Buyer is able to accept delivery.
Seller to submit advice notes at the time of delivery and invoices quoting the Buyer’s Purchase Order numbers, part numbers and quantities for each delivery and should present a monthly statement to the Buyer. Where an invoice price is different to the order price, Goods must not be invoiced at the new price until the Seller has received written confirmation of acceptance.
Where VAT is charged it must be shown separately.
If the Seller becomes insolvent or bankrupt or (being a company) makes an arrangement with its creditors or has an administrative receiver or administrator appointed or commences to be wound up (other than for the purposes of amalgamation or reconstruction) the Buyer may, without prejudice to any of its rights, terminate the Contract forthwith by notice to the Seller or to any person in whom the Contract may have become vested.
The Contract shall in all respects be governed by and interpreted in accordance with English Law and the Buyer and the Seller submit to the jurisdiction of the English Courts.