1. Terms and Conditions
1.1 Boatcare Trading Company Limited, hereinafter referred to as “Boatcare” shall supply, and the Customer shall purchase the Goods and Services in accordance with the quotation and sales order confirmation which shall be subject to these Terms and Conditions; and
1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
2. Basis of Sale and Service
2.1 Boatcare’s employees or agents or subcontractors are not authorised to make any representations concerning the Goods or Services unless confirmed by the Boatcare in writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and Boatcare.
2.3 Sales literature, price lists and other documents issued by Boatcare in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods and Services shall be binding on Boatcare unless Boatcare has issued a quotation which is expressed to be an offer to sell the Goods and Services or has accepted an order placed by the Customer.
2.4 Any typographical, clerical, or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Boatcare shall be subject to correction without any liability on the part of Boatcare.
3. The Goods
3.1 No order submitted by the Customer shall be deemed to be accepted by Boatcare unless and until confirmed in writing by Boatcare’s authorised representative.
3.2 Boatcare reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.
3.3 No order which has been accepted by Boatcare may be cancelled by the Customer except with the agreement in writing of Boatcare on the terms that the Customer shall indemnify Boatcare 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 Boatcare as a result of such cancellation.
4. The Services
4.1 With effect from the commencement date Boatcare shall, in consideration of the price being paid in accordance with the quotation or specified schedule, Boatcare will use reasonable care and skill to perform the Services identified in the quotation or specified schedule.
4.2 Boatcare shall use its reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.
5.1 The price of the Goods and Services shall be the price listed in Boatcare’s quotation current at the date of acceptance of the Customer’s order or such other price as may be agreed in writing by Boatcare and the Customer.
5.2 Where Boatcare has quoted a price for the Goods this will be valid for 30 (Thirty) days only or such lesser time as Boatcare may specify.
6.1 Subject to any special terms agreed in writing between the Customer and Boatcare, Boatcare shall invoice the Customer for the price of the Goods and Services on or at any time after delivery of the Goods and/or the Provision of the Services (as applicable).
6.2 The Customer shall pay the price of the Goods (less any discount or credit allowed by Boatcare, but without any other deduction, credit or set off) within 30 (Thirty) Business Days of the date of Boatcare’s invoice or otherwise in accordance with such other payment or credit terms as may have been agreed in writing between the Customer and Boatcare in respect of the Contract.
7. Delivery and Performance
7.1 Delivery of the Goods shall be made by Boatcare delivering the Goods to the place specified in the quotation or specified schedule or, if no place of delivery is so specified, by the Customer collecting the Goods at Boatcare’s premises at any time after Boatcare has notified the Customer that the Goods are ready for collection.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by Boatcare in writing. The Goods may be delivered by Boatcare in advance of the Delivery Date upon giving reasonable notice to the Customer.
8. Non-Delivery of Goods and Services
8.1 If Boatcare fails to deliver the Goods or provide the Services or any of them on the agreed date other than for reasons outside Boatcare’s reasonable control or the Customer’s or its carrier’s fault, Boatcare shall have no liability in respect of such late delivery;
9.1 Boatcare may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.
10. Customer’s Default
10.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Boatcare, the Boatcare shall be entitled to:
10.1.1 cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;
10.1.2 appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and Boatcare) as Boatcare may think fit (notwithstanding any purported appropriation by the Customer) ; and
10.1.3 charge the Customer interest on the amount unpaid, at the rate of 8% per annum or any other higher rate permitted by law until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
11.1 Boatcare will not by reason of any representation, implied warranty, condition or other term, or any duty at law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by Boatcare’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.
11.2 All warranties, conditions and other terms implied by statute are, to the fullest extent permitted by law, excluded from the Contract.
11.3 The Customer shall indemnify Boatcare against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer its agents or employees.
11.4 Boatcare shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of Boatcare’s obligations if the delay or failure was due to any cause beyond Boatcare’s reasonable control.
11.5. Boatcare shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract
12. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
14. Law and Jurisdiction
14.1 These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Malta.
14.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of Malta.