AND APPLICATION OF OUR TERMS OF BUSINESS:
made by a customer (the Customer)
shall be subject to acceptance by Navimaps Ltd t/a Navionics UK of
the Jetty, Sutton Harbour Marina, Plymouth, Devon PL4 0DW (Company
Number: 11843519) (the Seller)
and shall be on the following express terms and conditions of
additions or alterations (including, in particular, any terms or
conditions of the Customer’s order form) shall apply unless
specifically agreed in writing by the Seller.
the absence of written acceptance of these terms, the giving of any
instructions for work or delivery or acceptance of payment for any
of the goods covered hereby shall constitute an acceptance of these
terms. All orders and contracts are received subject to review and
acceptance in writing or issuing of an invoice by the Seller.
Typographical errors are subject to correction.
RISK & TITLE:
stated delivery date, period or rate, is given as a guide only and
time of delivery shall not be of the essence. The Seller accepts no
responsibility for loss or damage resulting from delay, howsoever
risk in the goods shall pass to the Customer on the date of
delivery and the passing risk of:
to the goods shall remain with the Seller until the Customer has
paid all monies owed by it to the Seller (i) under this contract
and (ii) under any other contract between the Customer and the
Seller or on any account whatsoever.
such payment is made, the Customer shall hold all goods and
materials only as agent for the Seller and shall store such goods
and materials at no cost to the Seller so that they are clearly
identified as belonging to the Seller.
long as title in any goods rests in the Seller pursuant to this
condition, the Customer may sell the same in the ordinary course
of business (but not otherwise) and the proceeds of such sale of
the Customer’s claim for such proceeds shall be held by the
Customer as agent for the Seller until such payment is made as
the Customer enters into liquidation or receivership, bankruptcy
or any other insolvency proceedings with it’s creditors or upon
any breach by the Customer of any of it’s obligations hereunder
whether as to payment or otherwise the Seller may (without
prejudice to any of its other rights and remedies) by notice in
writing revoke the Customer’s authority to sell such goods and
materials as aforesaid and recover and resell any or all of such
goods or materials and may enter upon the Customer’s premises
for that purpose.
the Customer is a limited or public limited company and the above
terms are not complied with by the Customer, the Directors of the
“Buying” company shall be held personally liable and the Seller
may as an alternative claim personally from any one or more of the
Directors of the “Buying” company.
otherwise agreed upon in writing, all prices are in sterling and
shall be paid to the Seller in full. Terms of payment are net
within 30 days from date of shipment from the Seller’s facility
in the UK to the consignee as designated by the Customer.
advertised are liable to change at any time. Price changes will not
apply to goods which have already been dispatched.
Seller reserves the right at any time to revoke any credit extended
to Customer because of the Customer’s failure to pay for any
goods when due or for any other reason deemed good and sufficient
by the Seller and in such event all subsequent shipments shall be
paid for prior to delivery. In the event the Seller exercises any
rights, it may have to stop goods in transit because of the
Customer’s financial condition. The Seller may at its option
re-sell such goods at public or private without notice to the
Customer and without affecting the Seller’s rights to hold the
Customer liable for any loss or damage caused by the Customer’s
charge of interest will be made to the Customer’s account with
invoices that are outstanding at the end of the month following the
month of invoice. i.e.: June invoices are to be paid before the end
of July. The Seller reserves the right to charge interest accruing
daily at a rate of 8% of the Bank of England base rate.
the Customer defaults in any of his commitment with the Seller or
makes or offers to make arrangement of composition with creditors
or commits an act of bankruptcy or has a receiver appointed over
its assets or a Resolution or Petition to wind-up its business
presented, then the Seller shall have the right (without prejudice
to any other remedies) to cancel any uncompleted order or to
withhold or to suspend delivery.
the Customer is a consumer, the Customer shall have the legal right
to cancel an order under the Consumer Contracts (Information,
Cancellation and Additional Charges) Regulations 2013. This means
if the Customer changes its mind or for any reason decides not to
keep the goods, the Customer can notify the Seller of its decision
to cancel the order and receive a refund within 14 days from
delivery of the goods.
Customer must notify the Seller in writing of its intention to
cancel an order within 14 days from delivery and return the goods
to the Seller in good saleable condition.
the Customer is not a consumer then the order shall be a trade sale
and re-stocking fee shall apply to all order cancellations or
returns. The re-stocking fee shall be 10% of the value of the whole
Seller reserves the right (without prejudice to any other remedy)
to cancel any uncompleted order or to suspend delivery in the event
of any of the Customer’s commitment with the Seller not being
met, or if the Seller is of the opinion that such commitments will
not be met by the Customer.
OR INCORRECTLY SUPPLIED GOODS:
Seller shall, at its sole discretion, make good by repair or by
supply of replacement, defects that, under proper use, appear in
the goods within a period of three months from the date of
delivery, provided that:
Customer promptly notifies the Seller [in writing] of any
defective or incorrectly supplied goods quoting their order number
and order details;
Seller is satisfied that any defect(s) is due to faulty design,
materials or workmanship; and
defective good are returned to the Seller at the Customer’s
an alternative and at the Seller’s sole discretion, the Seller
may refund the Customer the original purchase price for the goods.
at any time a dispute or difference arises in connection with the
order, it shall be mutually agreed upon between the Customer and the
Seller or, in the event that an agreement cannot be reached, then the
dispute shall be settled by an independent arbitrator, to be
appointed by the President of the Law Society, whose decision shall
be binding upon both parties.
price lists and other advertising matter are only an indication of
the type of goods offered and particulars therein shall not be
binding on the Seller, other than as detailed in the order.
Seller does not guarantee absolute accuracy of the electronic
charts goods and the Customer’s attention is drawn to the
disclaimer displayed during the use of those goods. The electronic
chart is an aid to navigation designed to facilitate the use of
authorized government charts, not to replace them. Only official
government charts and notices to mariners contain all information
needed for the safety of navigation, and as always, the captain is
responsible for their prudent use.
Seller cannot guarantee the ongoing supply of any content sourced
from third parties including, but not limited to, Navionics S.r.l.
in these Terms of Business shall limit or exclude the Seller’s
or personal injury caused by its negligence, or the negligence of
its employees, agents or subcontractors (as applicable);
or fraudulent misrepresentation;
of the terms implied by section 12 of the Sale of Goods Act 1979;
goods under the Consumer Protection Act 1987.
to clause 8.1:
Seller shall under no circumstances whatsoever be liable to the
Customer, whether in contract, tort (including negligence), breach
of statutory duty, or otherwise, for any loss of profit, or any
indirect or consequential loss arising under or in connection with
the Terms of Business; and
Seller’s total liability to the Customer in respect of all other
losses arising under or in connection with the Terms of Business,
whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, shall in no circumstances exceed the
price of the goods ordered by the Customer.
party shall be in breach of these Terms of Business nor liable for
delay in performing, or failure to perform, any of its obligations
under these Terms of Business if such delay or failure result from an
event or circumstances beyond a party’s reasonable control. If the
period of delay or non-performance continues for four weeks, the
party not affected may terminate this Contract by giving notice in
writing to the affected party.
any provision or part-provision of the Contract is or becomes
invalid, illegal or unenforceable, it shall be deemed modified to the
minimum extent necessary to make it valid, legal and enforceable. If
such modification is not possible, the relevant provision or
part-provision shall be deemed deleted. Any modification to or
deletion of a provision or part-provision under this clause shall not
affect the validity and enforceability of the rest of the Contract.
failure or delay by a party to exercise any right or remedy provided
under the Contract or by law shall constitute a waiver of that or any
other right or remedy, nor shall it prevent or restrict the further
exercise of that or any other right or remedy. No single or partial
exercise of such right or remedy shall prevent or restrict the
further exercise of that or any other right or remedy.
one other than the Customer and the Seller shall have any right to
enforce any of the terms of these Terms of Business.
LAW AND JURISDICTION:
Terms of Business and all disputes relating to them shall be governed
and construed in all respects according to the Laws of England &
Wales and the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection
with the Terms of Business.