Gael Force Marine Technology Ltd, hereinafter referred to as GFMT.
These terms and conditions of sale shall apply save as the express agreement accepted in writing by both parties, and together with the conditions of sale set forth in GFMT’s proposal shall be the only and entire contract for the sale to which the purchase orders relate.
Any quotation does not commit GFMT unless otherwise agreed in writing. Product information and technical data as given in GFMT’s catalogues, prospectuses, circulars, advertisements and illustrated matters constitute an approximate guide, unless firmly confirmed by GFMT. Any documentation delivered with GFMT’s quotation shall be considered the property of GFMT. Quotations are valid for 30 days from date of issue, unless otherwise confirmed in writing.
2. PURCHASE ORDERS
Purchase orders received by GFMT from the Purchaser are binding only if and when accepted in writing by GFMT, or when the goods called for have been delivered or invoiced by GFMT. The purchase order’s scope of supply specified in GFMT’s order confirmation shall be valid for delivery, and is binding for the Purchaser and GFMT. Any discrepancy in GFMT’s order confirmation are required to be intimated by the customer in writing within 10 days from the date of receipt of the goods to be valid. Whether or not the goods called for have been delivered, the Purchaser agrees that he is not entitled to terminate his order for convenience or otherwise cancel any order or part thereof subsequent to its confirmation by GFMT. If GFMT at their own discretion nevertheless should concede to termination, the Purchaser agrees that such termination shall be subject to the Purchaser compensating GFMT for all expenses relating to the purchase order and other documents and costs related thereto. Under no circumstances shall the charges be less than 15% of the purchase price of the goods specified in the terminated order.
3. INVOICING AND PAYMENT
Invoicing shall always take place according to the price and terms of payment agreed between the Purchaser and GFMT. In case of late payment by the Purchaser, or if GFMT decides that the Purchaser’s ability to pay in due time can be reasonably questioned, GFMT is entitled to prepayment, withdraw credit granted, claim security for proper payment or withhold delivery until complete payment has been made GFMT reserves the right to charge interest on the due monies at the rate of 1% per month from the time said payment falls due until payment is received. Service performed by GFMT will be invoiced according to the GFMT rates prevailing for such services at the time of invoicing. Unless otherwise agreed, the terms of payment shall be net 30 days.
The terms of delivery are Ex Works (inco-terms 1980). Delivery shall be deemed to have taken place upon shipment or if GFMT has notified the Purchaser that the delivery is ready for inspection or shipment. The date of delivery agreed between the Purchaser and GFMT is to be considered firm for both parties, but only when reflecting the original contracted scope of supply. If the Purchaser has delayed the delivery or otherwise failed to perform duties so as to delay the delivery/shipment, or if the delivery has been delayed to circumstances beyond the control of GFMT, GFMT is entitled to have the date of the delivery extended to reflect the delay caused by the Purchaser or the Relief incident. If the Purchaser is the cause of the delay, GFMT is entitled to compensation from the Purchaser and is further entitled to terminate the order at GFMT’s discretion.
Mode of transport will be decided by GFMT, unless the Purchaser, in writing, requires specific means of transportation. The costs and charges related to the shipment will be for the Purchaser’s account unless otherwise agreed in writing.
6. NOTIFICATION OF CLAIMS
The Purchaser is requested to inspect the goods delivered upon receipt. If the Purchaser fails to perform such inspection and notify GFMT, in writing, of eventual claims within 10 days after receipt the Purchaser forfeits his rights to claim against GFMT relating to any defects of the goods delivered. Any claim made by the Purchaser must be accompanied and supported by all relevant data such as references to order, invoice, shipment, product and/or article numbers and photographic or documentary evidence of any defect.
GFMT warrants that at time of shipment all products shall be free from defects in material and workmanship, and suitable for the purpose specified in the offer or quote from GFMT.
7.1 The agreed warranty period will be effective from the date of delivery, for the period stated in the GFMT’s order confirmation and in accordance with the period given by GFMT’s supplier.
7.2 Warranty services are performed at the discretion of GFMT and their suppliers, either by repair or by replacement of the goods in question.
7.3 The warranty is subject to the following conditions:
- The goods must have been sold by GFMT.
- The goods must have been installed and commissioned in accordance with GFMT’s required standards or approved technical standards and specifications and for the purpose for which the goods were designed.
- Any claim must be notified in writing to GFMT without delay upon discovery of a defect.
- Defective parts have to be dismounted and forwarded to GFMT or its supplier on the Purchaser’s account, with a report stating the defect. The expenses relating to the return of parts or products by GFMT or it’s supplier to the consignee shall be carried by GFMT or its supplier.
7.4 The warranty does not apply to defects resulting from normal wear and tear, incorrect operation, fire or damage resulting from circumstances beyond what can be considered normal for the use of the goods.
7.5 The warranty is not transferable.
7.6 All related claims for damage or costs consequential or otherwise beyond the maximum value of the equipment supplied are hereby expressly excluded.
GFMT disclaims any and all liability beyond the warranty undertaken in Article 7, or shortcomings relative to the goods delivered. GFMT further disclaims any liability for any direct or indirect loss occasioned thereby, unless it can be established that GFMT is guilty of gross negligence or wilful misconduct.
Relief’s shall be defined as war or warlike conditions, fire, flood, unwarranted discontinuance of production at GFMT or at subcontractor’s works, shortage of energy or personnel, strike, lockout, lack of means of transportation, import or export restrictions and other restrictions imposed by the Government, technical or economical problems imposing undue burdens upon the fulfilment of an order. In case of Relief’s GFMT is relieved from their obligation to deliver, but only to the extent justified by the Relief’s incident. If the delivery is delayed more than 60 days due to Relief’s, the Purchaser has the right to terminate the part of the order which is marred by Relief’s.
10. INFORMATION AND PRODUCT CHANGE
Product information and data in manuals are issued by GFMT for technical guidance only, use and general information. This information will change from time to time and can not be relied on. This information is however given in accordance with GFMT’s best judgement and conviction at the time of publishing, but GFMT disclaims any and all liabilities arising from the reliance on such information and manuals. GFMT works continuously with the aim of improving and developing their products, and GFMT reserves the right to implement changes in specifications without notifying the Purchaser.
11. RETENTION OF TITLE
Until the Purchaser has paid in full for the goods comprised in the contract, the goods comprised in the contract remain the property of GFMT, although the risk passes to the Purchaser at the point of delivery named in the contract.
12. LAW AND VENUE
Any and all disputes relating to the purchase order and the terms and conditions referred to shall be governed by Scottish Law and the parties hereby submit to the jurisdiction of the Scottish Courts.