ISO 9001 Registered Company.

Contact Us:

Electronic Services:

Great Yarmouth:
01493 669966
sales@charityandtaylor.co.uk

Falmouth:
01326 653105
info@charityandtaylor.com

Aberdeen:
01224 451406
dave.pressley@charityandtaylor.com

Grangemouth:
01324 492795
dave.stewart@charityandtaylor.com

Charts and Publications
Lowestoft:

01502 573943
steve@charityandtaylor.com

Terms & Conditions

1. Introduction: These terms and conditions govern the relationship between Charity & Taylor (Electronic Services) Limited and the Client.

2. Definitions

In these terms and conditions the following expressions will have the following meaning:

C&T” shall mean Charity & Taylor (Electronic Services) Limited (registered number 01264283) whose registered office is at 4 Battery Green Road, Lowestoft, Suffolk, NR32 1DE.

Client” shall mean any company, partnership, practice or person requiring/obtaining the Goods or the Services offered/carried out.

Contract” means any contract between C&T and the Client for the provision of the Goods and/or the Services together with these terms and conditions.

Goods” means those goods to be supplied to the Client by the C&T (including any part or parts of them) as set out in the Schedule.

Schedule” means the schedule to the Contract setting out the particulars of the Contract.

Services” shall mean the scope of work identified in the Schedule and to be carried out in accordance with the Schedule.

Term” means the period specified in the Schedule.

Words in the singular include the plural and in the plural include the singular and a reference to one gender includes a reference to the other gender.

3. Scope of Work

3.1 C&T shall provide the Services and/or Goods as defined in the Schedule.

3.2 All adjustments to the Schedule must be evidenced in writing and agreed by both parties.

3.3 All samples, drawings, descriptive matter, specifications and advertising issued by C&T and any descriptions or illustrations contained in C&T’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

4. Application of terms

4.1 Subject to any variation under condition 0 the Contract shall be governed by these terms and conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document).

4.2 No terms or conditions endorsed on, delivered with or contained in the Client’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

4.3 These terms and conditions apply to all Goods or Services provided by C&T and any variation to these terms and conditions shall have no effect unless expressly agreed in writing by the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of C&T which is not set out in the Contract.

4.4 Each order or acceptance of a quotation for the provision of Goods or Services by the Client from C&T shall be deemed to be an offer by the Client to buy Goods or contract the Services subject to these terms and conditions.

4.5 No order placed by the Client shall be deemed to be accepted by C&T until a written acknowledgement of the order is issued by C&T or (if earlier) C&T delivers the Goods or provides the Services to the Client.

5. Payment

5.1 In consideration of the provision of the Goods and/or the Services the Client shall pay to C&T the sum specified in the Schedule plus VAT and mandatory taxes at the prevailing rate where applicable.

5.2 The Client shall pay C&T within 30 days of the invoice date unless otherwise set out in the Schedule. Without prejudice to any other rights available to C&T if any invoice remains unpaid 14 days following the due date then the outstanding balance shall attract interest (both before and after judgement) at the rate of 1% per calendar month or part calendar month.

5.3 Invoices will be raised in accordance with the agreed timetable as outlined within the Schedule.

5.4 C&T reserves the right to suspend in total the provision of the Services and/or the Goods or treat the Contract as terminated, should any invoices remain unpaid outside any agreed credit terms.

5.5 The Client shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by C&T to the Client.

6. Time for Delivery

6.1 Where a period is named in the Schedule for delivery and such period is not extended by mutual agreement in writing then C&T reserves the right to require the Client to take delivery within the period.

6.2 Although C&T will use its best endeavours to deliver the Goods in accordance with the provisions of the Schedule, C&T shall not be liable for any loss or damage arising from its failure to do so and time of delivery shall not be of the essence of the Contract.

7. Risk/title

7.1 Where Goods are despatched by C&T to the Client, risk shall pass at the time of despatch.  C&T accepts no liability for loss or damage caused by any courier.

7.2 Notwithstanding despatch and the passing of risk pursuant to this contract all Goods remain the property of C&T and title will only pass to the Client when full payment is received by C&T from the Client in cleared funds of all sums which are or may become due and owing on any account whatsoever, including debts and liabilities arising before and after the date of this contract.

7.3 Until such time as title passes to the Client, the Client shall hold the Goods as the fiduciary agent and bailee of C&T. The Client will ensure the Goods are properly protected, stored separately from Client’s goods, insured and clearly identified as C&T’s property. Until that time, or until termination of the agreement, the Client is entitled to resell or utilise the product in their normal course of business but shall account to C&T for the proceeds of sale, in whatever form, and shall maintain the proceeds of sale as separate from the monies or property of the Client or a third party. The Client shall have sole responsibility for ensuring the necessary registrations are effected to secure or perfect C&T’s interests as defined in these terms and where such registration is not effected the Client (if an individual) or (if a company) Client’s owners, managers and or Directors agree to personally indemnify C&T for all costs, expenses and losses.

7.4 Until such time as title passes to the Client C&T shall be entitled at any time to require the Client to deliver the Goods to C&T at Client’s expense. If the Client fails to deliver the Goods when requested C&T shall be entitled at any time to enter the Customer's, or third parties premises and repossess the Goods.

7.5 On acceptance of the Goods and on every day until title passes pursuant to these terms the Client and (if a company) Client’s owners, managers and or Directors warrants and represents to C&T that Client has not and will not enter into any transaction concerning in any way the resale or utilisation of the Services or Goods on terms that will or will purport to extinguish any rights which C&T may have to:

7.5.1 title to the Goods; and/or

7.5.2 the proceeds of sale by the Client to a third party of the Goods,

and Client’s owners, managers and or Directors agree to personally indemnify C&T for all costs, expenses and losses suffered by C&T as a result of any breach of such.

7.6 The Client’s right to possession of the Goods shall terminate immediately if:

7.6.1 the Client has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent creditors, or (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 documents are filed with the court for the appointment of an administrator of the Client or notice of intention to appoint an administrator is given by the Client or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Client or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client; or

7.6.2 the Client suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between C&T and the Client, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Client ceases to trade; or

7.6.3 the Client encumbers or in any way charges any of the Goods.

7.7 The Client grants C&T, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Client’s right to possession has terminated, to recover them.

7.8 On acceptance of the Goods and on every day until title passes pursuant to these terms the Client warrants and represents to C&T that it has not and will not enter into any transaction concerning in any way the resale or utilisation of the Goods on terms that will or will purport to extinguish any rights which C&T may have to (i) title to the Goods; and/or (ii) the proceeds of sale by the Client to a third party of the Services and/or Goods, and Client’s owners, managers and/or Directors agree to personally indemnify C&T for all costs, expenses and losses suffered by C&T as a result of any breach of such.

7.7 On termination of the Contract, howsoever caused, C&T’s (but not the Client’s) rights contained in this condition 7 shall remain in effect.

8. Limitation of liability

8.1 C&T will use all reasonable endeavours in ensuring its employees use reasonable skill and care in the provision of the Services.

8.2 C&T accepts:

8.2.1 liability for death and personal injury resulting from C&T’s negligence; and

8.2.2 subject to sufficient and correct documentation being offered by the Client and clauses 8.3 to 8.8, liability for negligence arising in connection with the provision of: (i) Goods, to the extent of the warranty disclosed in conditions 8.5 and 8.6; (ii) Services, to the extent such liability does not exceed the Contract price as set out in the Schedule; and (iii) installation work, to the extent such liability shall be limited to the lower of the value of the original installation charge or the replacement costs of any lost or damaged materials and reinstating or restoring any damaged contract work.

8.3 Any liabilities in respect of claims arising in contract, or otherwise, for losses of a consequential or contingent nature, due to faults of C&T are expressly excluded. For the purposes of this condition 8.3 consequential or contingent loss includes, but shall not be limited to, loss of anticipated profit, loss by reason of plant shutdown, loss of production, loss of business, loss of savings, loss of contract, increased insurance costs, damage to equipment, plant, stock, buildings, fixtures or fittings, liquidated damages or late payment costs on any contracts, business interruption, non operation or increased expense of operation of other equipment or services or increased expense of operation of other equipment or services or other costs, expenses or losses, real or notional.

8.4 Any condition or warranty that might otherwise be implied or incorporated within the Contract by reason of statute or common law or otherwise is hereby expressly excluded.

8.5 C&T warrants that it will, so far as it is able, give the Client the benefit of the express guarantee or warranty by their supplier or the manufacturer of the Goods and of any rights which C&T has against the supplier or the manufacturer. This is the sole extent of any goods warranty and to apply the Client must notify C&T in writing.

8.6 C&T shall not be liable for a breach of any of the warranty in condition 8.5 above if:

8.6.1 the Client makes any further use of such Goods after giving such notice; or

8.6.2 the defect arises because the Client failed to follow C&T’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

8.6.3 the Client alters or repairs such Goods without the written consent of C&T.

8.7 The warranty given in condition 8.5 is not capable of assignment by the Client and only applies to the Client and not any other companies or businesses.

8.8 In all cases the Client agrees that the maximum liability C&T will have under any circumstance will be limited to the insurance cover C&T has in place. C&T agrees to maintain a reasonable level of insurance cover through a reputable insurance company and will provide a schedule of insurance policies on request. The Client agrees in all cases to hold C&T harmless for liability above the insurance level and to indemnify C&T for all claims and costs above this level. C&T agrees that the Client may request additional insurance cover and this will be provided as an extra cost on the Contract.

9. Assignment

9.1 C&T may assign the Contract or any part of it to any person, firm or company.

9.2 The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of C&T.

10. Force Majeure

Neither party shall be in breach of the Contract if there is any total or partial failure of performance by it of its duties and obligations resulting from causes beyond its control including, but not limited to, any act of God, fire, act of government or state, war, labour disputes of whatever nature, breakdown of plant or machinery or inability to obtain materials or staffing.

11. General

11.1 All technical information published or supplied by C&T is subject to alterations or correction without notice and does not in any way constitute a sale by description.

11.2 It is acknowledged and agreed by both parties that neither entry into, nor performance of the terms of the Contract constitutes a partnership or relationship of agency between the parties.

11.3 Each right or remedy of C&T under the Contract is without prejudice to any other right or remedy of C&T whether under the Contract or not.

11.4 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 of the Contract and the remainder of such provision shall continue in full force and effect.

11.5 Failure or delay by C&T in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

11.6  Any waiver by C&T of any breach of, or any default under, any provision of the Contract by the Client shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

11.7 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

11.8 Both parties to the Contract will comply with their respective obligations under the Data Protection Act, as modified from time to time.

12. Termination

12.1 Orders accepted by C&T cannot be terminated except with the written consent of C&T such consent not to be unreasonably withheld and will be given upon terms that will indemnify C&T against any loss.

12.2 Subject to clause 12.1 the Contract may be terminated by either party providing 7 days notice in writing. For the avoidance of doubt the Client may not terminate the Contract in accordance with this clause 12.2 if it has committed a material breach of its obligations under the Contract.

12.3The Contract may be terminated immediately by either party giving notice to that effect in the event either party:

12.3.1 makes a composition or arrangement with its creditors or has a proposal for the composition of debtors or scheme or arrangement approved in accordance with the Insolvency Act 1986, or has an application made for the appointment of an administrator or has a winding up order passed, or a provisional liquidator, receiver, manager, administrative receiver or similar officer is appointed, or possession is taken, by or on behalf of the holder of any property comprised in or subject to a floating charge, or threatens to cease carrying on business; or

12.3.2 commits a material breach of its obligations under the Contract and such breach is not remedied within 30 days.

12.4 In the event C&T terminates the Contract as a result of a material breach by the Client as set out in clause 12.3.2 the Client shall indemnify C&T for the reasonable costs that C&T might have incurred in providing the Goods and/or Services up to the point at which the Contract is terminated.

13. Confidentiality

13.1This Contract shall be confidential and no details shall be divulged by either party to any third party, other than external auditors, without the prior written permission of the parties to the Contract. This provision shall apply both while this Contract is in force and afterwards.

13.2 Neither party shall have an obligation with respect to any confidential information of a commercial or other nature which:

13.2.1has come into the public domain otherwise than as a result of a breach of the Contract;

13.2.2 is approved for release by written authorisation from the other party;

is received from a third party without similar restrictions and without breach of the Contract; or

13.2.3 is dissolved pursuant to a legally enforceable requirement of a Government agency or order of the Court.

14. Clients Responsibility

14.1 The Client shall observe and comply with the critical dates and requirements set out in the Schedule.

14.2 The Client shall ensure that the provision of Services and/or Goods by C&T satisfies all regulations and requirements of any applicable regulatory authority of the country in which it is operating or to which the vessel is flagged. The Client confirms that C&T is not liable for any failure to comply with any such requirements and shall indemnify C&T against any costs incurred.  

15. Whole Agreement

15.1 Each party acknowledges the Contract contains the whole Contract between the parties and that it has not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigation into all matters relevant to it.

15.2 In the event of there being any inconsistency between these terms and conditions and any previous correspondence these terms and conditions prevail.

15.3 The Contract supersedes any prior contract between the parties, either written or oral, for the provision of the Services or the Goods.

16. Disputes Resolution Procedure

16.1 In the event of any dispute over the quality of the Goods supplied or the Services received the Client will initially inform the contract officer in writing. The contract officer will then undertake a full review of all complaints received and shall offer up a report within 4 weeks of receipt. All complaints with regards to quality or service delivery must be lodged within 4 weeks of the event.

16.2 If this review is not achieved within the period or the Client wishes to appeal against the report findings the Client shall write to a director of C&T informing them of the fact.

16.3 In the event a dispute over the quality of Goods supplied or Services received is not resolved by clauses 16.1 and 16.2 or if any other dispute arises in connection with the Contract, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing ("ADR notice") to the other party requesting mediation. A copy of the request should      be sent to CEDR.

16.4 The mediation will start not later than 30 days after the date of the ADR notice. The commencement of mediation will not prevent the parties commencing or continuing court proceedings.

17. Notices

Any notice or documentation given under the Contract shall be in writing and shall be deemed to have been duly given, left at, or sent by first class post, registered post or facsimile to a party at its trading address, registered office or last known address for such party or other address as the party may from time to time designate by written notice by the other. Any notice given by post shall be deemed to have been delivered 48 hours after posting.  Where notice is given by facsimile transmission it shall be deemed to have been delivered at the time specified on the sender’s transmission records if transmitted before 5 p.m. on a working day but otherwise on the next working day.

18. Governing Law

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.