Terms and Conditions

CONDITIONS

• Interpretation
  • Definitions:

Business Day	a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Commencement Date	the date the Contract commences, as set out in the Contract Details.
Conditions	these terms and conditions set out in clause 1 to clause 14 (inclusive).
Contract	the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with the Contract Details, the Schedules and these Conditions.
Delivery Date	the date specified for delivery of an Order in accordance with clause 4.
Delivery Location	the address for delivery of the Goods, as set out in the Contract Details.
Force Majeure Event	events, circumstances or causes beyond a party’s reasonable control.
Goods	the goods (or any part of them), as set out in the Contract Details.
Order	an order for the Goods/Services submitted by the Customer in accordance with clause 4.
Price	the price for the Goods, as set out in the Contract Details.
Services	the Services to be provided by the Services Supplier
Specification	the specification for the Goods, including any related plans and drawings that are agreed in writing by the Customer and the Supplier as set out in the Contract Details.

• • Interpretation:
  • a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  • any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
  • a reference to writing or written includes emails.
• Commencement and term

This Contract shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with its terms.

Prior to commencement the Supplier may provide a non-binding estimate of the cost of the Goods/Services which estimate will form the basis of the calculation of the Price.

• NOT USED
• Orders
  • The Customer shall place Orders at least 7 days before the Commencement Date.
  • Orders shall be given in writing using the form set out in Schedule 2. The Supplier may accept or decline Orders at its absolute discretion. The Supplier may, at its discretion, accept an amendment to an Order by the Customer.
  • The Supplier shall assign an order number to each Order it accepts and notify the order number to the Customer. Each party shall use the relevant order number in all subsequent correspondence relating to the Order.
  • After confirming an Order, the Supplier shall as soon as is practicable and in any event within 5 Business Days inform the Customer of the Supplier’s estimated delivery date for the Order.
  • The Customer is responsible for ensuring that Orders and any applicable Specification submitted by the Customer are complete and accurate. The Customer shall give the Supplier all necessary information relating to the Goods that the Supplier reasonably requires in order to fulfil each Order.
• The Goods
  • Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
  • To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 5.2 shall survive termination of the Contract.
  • The Supplier reserves the right to amend the specification of the Goods  or Specification if required by any applicable statutory or regulatory requirements.
• Delivery
  • The Supplier shall ensure that:
    • each delivery of Goods/Services is accompanied by a delivery note which shows the contract number, order number, the type and quantity of Goods/Services (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the relevant Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
    • if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
    • The Supplier shall endeavour to deliver Goods to the Delivery Location or have Goods ready for collection at the Delivery Location on the relevant Delivery Date. The Customer shall collect Goods from the Delivery Location within three Business Days of the Supplier notifying the Customer that they are ready.
  • Delivery is completed on the completion of unloading or loading of the Goods or completion of the Services at the Delivery Location.
  • Delivery Dates are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of any Goods/Services that is caused by:
    • a Force Majeure Event; or
    • the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  • If the Supplier fails to deliver Goods/Services or have Goods ready for collection by the relevant Delivery Date, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the Goods/Services. The Supplier shall have no liability for any failure to deliver Goods/Services to the extent that such failure is caused by:
    • a Force Majeure Event; or
    • the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods/Services.
  • If 10 Business Days after the day on which the Supplier attempted to make delivery of Goods/Services or notified the Customer that Goods were ready for collection the Customer has not taken delivery of or collected those Goods, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods, or charge the Customer for any shortfall below the price of the Goods.
• Quality and fitness for purpose
  • • The Supplier warrants that, for a period of 12 months from the date of delivery (warranty period), the Goods shall:
      • conform in all material respects with their description and the Specification;
      • be free from material defects in design, material and workmanship; and
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      • be fit for any purpose held out by the Supplier.
    • If:
      • A 12 month warranty to original purchaser applies and equipment will be repaired or replaced at Best Service (Europe) Limited’s option, carriage paid by the client both ways to our Hull facility.  This warranty specifically excludes damage or misuse.  In the case of Best Service (Europe) Limited or our representative visiting the equipment, travelling costs and travelling time are to be met by the client.
      • Intellian Series  Stabilised Antennas: A 36 month parts warranty valid from the date of installation (subject to commissioning by Best Service (Europe) Limited or up to a maximum of 4 months from leaving Seatel and 12 months labour applies to the above deck system and system controller.
      • Seatel Series Stabilised Antennas: A 24 month parts warranty valid from the date of installation (subject to commissioning by Best Service (Europe) Limited or up to a maximum of 4 months from leaving Seatel and 12 months labour applies to the above deck system and system controller.
      • All other Antennas and below deck equipment: A 12 month warranty unless extended by the manufacturer to original purchaser applies and equipment will be repaired or replaced at Best Service (Europe) Limited’s option, carriage paid by the client both ways to our Hull facility.  This warranty specifically excludes damage or misuse.  In case of Best Service (Europe) Limited or our representative visiting the equipment, travelling costs and travelling time are to be met by the client.

All parts, which are judged by the reseller/customer to be defective under the terms of the warranty, will be returned to Best Service (Europe) Limited at the reseller/customers expense.  Best Service (Europe) Limited will evaluate the defective part and repair or replace at their discretion.  Parts considered defective under the terms of the warranty will be repaired/replaced and returned to the customer pre-paid and with the same shipping priority with which the part was shipped to unless otherwise instructed.

Please note: we cannot be held responsible for malfunction of our antenna in port or dry dock where the local area is experiencing high levels of local microwave radiation and/or rebroadcast cell phone frequencies.

All products returned to Best Service (Europe) Limited under the warranty scheme must be accompanied by an Best Service (Europe) Limited RAN (Returns Authorisation Number).

N.B.  Any warranty the reseller wishes to offer the end user/dealer above and beyond that offered by Best Service (Europe) Limited is entirely the responsibility of the reseller.

Best Service (Europe) Limited’s warranty does not cover misuse, damage or poor installations that do not comply with Section 2 of Terms and Conditions.

In case of goods being collected for export by the client’s courier, copies of customs clearance documents (including airway bill) must be provided within 14 days of despatch to avoid the product warranty being made void.

• • • GPS and GYRO-COMPASS CONNECTIONS must be from a clean separate source and not multiplexed.
  • Subject to clause 7.3, if:
    • the Customer gives notice in writing to the Supplier during the warranty period, within 5 Business Days of discovery that some or all of the Goods do not comply with the warranties set out in clause 7.1.1;
    • the Supplier is given a reasonable opportunity of examining such Goods; and
    • the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,

the Supplier shall, at its option, repair or replace any Goods that are found to be defective, or refund the price of such defective Goods in full.

• • The Supplier shall not be liable for Goods’ failure to comply with the warranties set out in clause 7.1.1 if:
    • the Customer makes any further use of such Goods after giving notice of defects in accordance with clause 7.2;
    • the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
    • the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
    • the Customer alters or repairs such Goods without the written consent of the Supplier;
    • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
    • the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
  • The Supplier’s only liability to the Customer if the Goods fail to comply with the warranties set out in clause 7.1.1 is as set out in this clause 7.
  • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
  • In relation to any Services supplied the Supplier shall use the reasonable skill and care expected of a competent Engineer.
  • The terms of the Contract shall apply to any repaired or replacement Goods/Services supplied by the Supplier.
• Title and risk
  • Risk in Goods shall pass to the Customer on completion of loading the Goods at the Delivery Location.
  • Title to Goods shall only pass to the Customer once the Supplier receives payment in full (in cash or cleared funds) for them.
  • Until title to the Goods has passed to the Customer, the Customer shall:
    • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
    • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
    • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
    • notify the Supplier immediately if it becomes subject to any of the events listed in  clause 13.1.2; and
    • give the Supplier such information relating to the Goods as the Supplier may require from time to time.
  • The Supplier may recover Goods in which title has not passed to the Customer. The Customer irrevocably licenses the Supplier, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause 8.3, and to recover any Goods in which property has not passed to the Customer.
  • The Supplier may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the Price to the Seller.
  • Insurance for Goods in Transit is to be arranged by the Customer.
• Product recall
  • If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify the Supplier in writing enclosing a copy of the Recall Notice.
  • Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of the Supplier and only then in strict compliance with the Supplier’s instructions as to the process of implementing the withdrawal.
• Price and payment
  • The Customer shall pay for Goods/Services in accordance with this clause 10.
  • The Price excludes:
    • the costs of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer in addition to the Price; and
    • amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice.
  • The Supplier may invoice the Customer for the price of Goods/Services plus VAT at the prevailing rate (if applicable) on or at any time after it confirms the relevant Order to the Customer. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Contract Number, the Customer’s order number, the Supplier’s VAT registration number, and any supporting documentation that the Customer may reasonably require.
  • Unless the Customer has a credit account the Customer shall pre-pay invoices or otherwise shall pay invoices in full in cleared funds within 20 Business Days of the invoice date. Payment shall be made to the bank account nominated in writing by the Supplier.
  • If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 13:
    • the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
    • the Supplier may suspend all further deliveries of Goods until payment has been made in full.
  • The Customer shall pay all amounts due under the contract in full without set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by the Supplier to the Customer.
  • Where this Contract is terminated by the Customer the Customer shall reimburse the Supplier for the cost of any travel or flights booked at cost plus 12.5%.
• Limitation of liability
  • Nothing in this Contract shall limit or exclude the Supplier’s liability for:
    • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
    • fraud or fraudulent misrepresentation;
    • breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
    • defective products under the Consumer Protection Act 1987; or
    • any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
  • Subject to clause 11.1:
    • the Supplier shall not 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 Contract; and
    • the Supplier’s total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to and five per cent (5%) of the total sums paid and/or payable by the Customer for Goods under this Contract.
• Compliance with relevant laws and policies
  • In performing its obligations under the Contract, the Supplier shall:
    • comply with all applicable laws, statutes, regulations and codes from time to time in force.

provided that the Supplier shall not be liable under this Agreement if, as a result of such compliance, it is in breach of any of its obligations under this Agreement

• • The Customer may immediately terminate the Contract for any breach of this clause 12 by the Supplier.
• Termination
  • Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
    • the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
    • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
    • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
    • the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
  • Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
  • Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
  • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
• General
  • Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate this Contract by giving 14 days’ written notice to the affected party.
  • Assignment and other dealings.
    • The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
    • The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
  • Confidentiality.
    • Each party undertakes that it shall not at any time during and for a period of two years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 14.3.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
    • Each party may disclose the other party’s confidential information:
      • to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 14.3; and
      • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
  • Entire agreement.
    • This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
  • Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  • Waiver. No 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.
  • Severance. If 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.
  • Notices.
    • Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, email.
    • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.8.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
    • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  • Third party rights. No one other than a party to this Contract [and their permitted assignees] shall have any right to enforce any of its terms.
  • Governing law. This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation , shall be governed by, and construed in accordance with the law of England and Wales.
  • Jurisdiction. Each party irrevocably agrees that 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 this Contract or its subject matter or formation.
  • Dispute Resolution.  If any dispute or difference whatsoever shall arise between the parties in connection with or arising out of the Contract the parties shall first seek to resolve the matte between themselves within a period of 14 days.  The Managing Director or equivalent Person of both parties shall be the nominated officer responsible  for seeking resolution to the dispute.  If agreement is not reached either party may give the other 7 days’ notice to resolve the dispute or difference through Alternative Dispute Resolution (ADR) in accordance with the mediation procedure of the Centre for Effect Dispute Resolution (CEDR).  If the parties fail to agree terms of settlement of their dispute or difference within 56 days of the receipt of such notice or the party to whom the notice was given refused to participate in the ADR procedure then the matter shall be referred to the Courts in accordance with sub-clause 3.
  • Intellectual Property Rights.
    • The Customer acknowledges that:
      • the Intellectual Property Rights are the Supplier’s (or its licensor’s) property;
      • nothing in this agreement shall be construed as conferring any licence or granting any rights in favour of the Customer in relation to the Intellectual Property Rights.  The Supplier asserts its full rights to control the use of its trade marks within the EEA and the Customer shall assist the Supplier as required in preventing parallel importers from diluting the Supplier’s rights; and
      • any reputation in any trade marks affixed or applied to the Goods/Services shall accrue to the sole benefit of the Supplier or any other owner of the trade marks from time to time.
    • The Customer shall not repackage the Goods/Services and/or remove any copyright notices, confidential or proprietary legends or identification from the Goods/Services save for any removal which is a necessary result of a manufacturing process of which the Supplier has been previously notified in writing by the Customer.
    • The Customer shall not use (other than pursuant to this agreement) or seek to register any trade mark or trade name (including any company name) which is identical to, confusingly similar to or incorporates any trade mark or trade name which the Supplier or any associated company of Supplier owns or claims rights in anywhere in the world.
    • If at any time it is alleged that the Goods/Services infringe the rights of any third party or if, in the Supplier’s reasonable opinion, such an allegation is likely to be made, the Supplier may at its option and its own cost:
      • modify or replace the Goods/Services without reducing the overall performance of the Goods/Services in order to avoid the infringement; or
      • procure for the Customer the right to continue using the Goods/Services; or
      • repurchase the Goods/Services at the price paid by the Customer, less depreciation at the rate the Supplier applies to its own equipment.
    • The Customer shall promptly and fully notify the Supplier of:
      • any actual, threatened or suspected infringement of any Intellectual Property Rights which comes to the Customer’s notice; and
      • any claim by any third party that comes to the Customer’s notice that the sale or advertisement of the Goods/Services infringes the rights of any person.
    • The Customer agrees (at the Supplier’s request and expense) to do all such things as may be reasonably required to assist the Supplier in taking or resisting any proceedings in relation to any infringement or claim referred to in clause 14.3.5.
    • In the event of any claim, proceeding or suit by a third party against the Customer alleging an infringement of any Intellectual Property Right connected with the Goods/Services, the Supplier shall defend the Customer at the Supplier’s expense, subject to:
      • the Customer promptly notifying the Supplier in writing of any such claim, proceeding or suit; and
      • the Supplier being given sole control of the defence of the claim, proceeding or suit;

and provided that the Supplier shall not be liable for infringements to the extent that they arise out of or in connection with modifications to the Goods/Services made any anyone except the Supplier or its authorised representative, or out of use or combination of the Goods/Services with products or third party materials not specified or expressly approved in advance in writing by the Supplier, or where the claim, proceeding or suit arises from the Supplier’s adherence to the Customer’s requested changes to the Specification or from infringing items of the Customer’s origin, design or selection.

• • • The Supplier shall reimburse the Customer with an amount equal to any cost, expense or legal fees incurred at the Supplier’s written request or authorisation and shall indemnify the Customer against any liability assessed against the Customer by final judgement on account of an infringement described in clause 14.3.7.
  • The Supplier and the Customer shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, modern slavery and people trafficking and Data Protection including but not limited to the Bribery Act 2010, the Modern Slavery Act 2015, the General Data Protection Regulations and the Data Protection Act 2018 (Relevant Requirements) and shall not engage in any activity practice or conduct which would constitute an offence under or breach of the Relevant Requirements.