General Conditions of Purchase

General conditions of purchase

1. Definitions for these Conditions:

‘Buyer’ means the person, firm or company named in the Order, or if not so named shall mean the registered owner of the Vessel for which the Goods are ordered.
‘Conditions’ means the standard terms and conditions of purchase set out in this document.  Any variation to such standard terms and conditions must be expressly agreed in Writing between the Buyer and the Seller.

‘Contract’ means the contract for the sale and purchase of the Goods between the Buyer and the Seller consisting of the Order, the Conditions, and (so far as consistent with the foregoing) any acceptance issued by the Seller.
‘Delivery Address’ means the address or vessel and location stated on the Order.

‘Goods’ means the goods and/or Services (including any instalment of the goods or any part of them) described in the Order.

'Bibby' means Bibby Ship Management Ltd whose registered office is at 105 Duke Street, Liverpool, L1 5JQ.

‘Order’ means the purchase order issued by or on behalf of the Buyer to the Seller and specifying that these Conditions apply to it.

‘Price’ means the price of the Goods stated in the Order.

‘Seller’ means person to whom the Order is addressed

‘Specification’ includes any plans, drawings, data or other information relating to the Goods.

‘Vessel’ includes any floating accommodation or storage unit and any other man-made structure designed for use at sea and whether or not fixed to the sea bed.

‘Writing’ includes e-mail, telex, cable, facsimile transmission and comparable means of communication

2. Basis of Purchase

2.1 The Order constitutes an offer on behalf of the Buyer to purchase the Goods subject to these Conditions which shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to the Buyer or subject to which the Order is accepted or purported to be acceptable by the Seller.  Delivery of the Goods shall be conclusive evidence that the Seller has accepted the foregoing provisions.

2.2 Bibby’s Authority.  Bibby contracts as agent only for and on behalf of the Buyer.  As regards the Seller Bibby has no authority to enter into any contract that may give rise to an entitlement or claim on the part of the Seller to detain any vessel.  Bibby has no authority to incur any lien of whatsoever nature on the vessel and whether maritime or possessory.

3. Specification

3.1 The quantity, quality and description of the goods shall be as specified in the Order and/or in any applicable Specification supplied by or on behalf of the Buyer to the Seller or agreed upon in writing by the Buyer.

3.2 The Seller shall not unreasonably refuse any request by or on behalf of the Buyer to inspect and test the Goods during manufacturer, processing or storage at the premises of the Seller or any third party prior to the despatch, and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.

3.3 If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply with the contract, and the Buyer so informs the Seller within 30 days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.

3.4 The Goods shall be clearly marked giving all details of the contents i.e. size, quantity, part numbers etc. and shall also be marked in accordance with any applicable regulations or requirements of any relevant carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course of transit.

4. Price of the Goods

4.1 The Price of the Goods shall be net of VAT and unless otherwise so stated shall be:

4.1.1 Inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties imposts or levies other than VAT.

4.1.2 net of any applicable discount

4.2 No increase in the Price may be made (whether on account of increased material labour or transport costs fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer.

5. Terms of Payment

5.1 Invoices quoting Order numbers must be rendered within 14 days of delivery of the Goods.  Unless otherwise agreed payment will be due after good and proper delivery within 30 days after the end of the month in which the Buyer shall receive a proper invoice.

5.2 The Buyer shall be entitled to set off against the price any sums owed to the Buyer by the Seller.

5.3 The Seller shall issue a credit note in respect of defective or incorrectly delivered goods.  Failure to comply with these conditions or to issue credit notes may result in payment of the account without forfeiture of discount.

6. Delivery

6.1 The Goods shall be delivered to the Delivery Address at the time and on the date stated in the Order.

6.2 Where the date of delivery of the Goods is to be specified after the placing of the Order the Seller shall give the Buyer reasonable notice of the specified date.

6.3 Time for delivery of the Goods is of the essence of the Contract.

6.4 A packing note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently.

6.5 If the Goods are to be delivered by instalments, the Contract will be treated as a single contract and not severable.

6.6 The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods or missing Goods has become apparent.

6.7 The Buyer shall notify the Seller within 90 days after delivery of any damage to Goods or missing Goods and shall have the right to claim against the Seller in respect of any damage as notified.

6.8 Any rejected or incorrectly delivered Goods shall be collected at the seller’s expense within 21 days of advice being given by the Buyer to the seller in writing.

6.9 The Buyer shall not be obliged to return to the seller any packaging or packing material for the Goods, whether or not any Goods are accepted by the Buyer.

6.10 Delivery shall be evidenced by the signature and clearly printed name of the Master, Chief Engineer or Chief Officer of the receiving vessel or where delivery is not made to the vessel by the person having authority to accept delivery on the Buyer’s behalf with the date and time of delivery clearly marked.  Such signature shall not constitute any admission that the Goods delivered are in good condition or otherwise comply with the contract.

7. Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract and after such time that the Buyer has noted that the Goods conform to the Specification set out in the order.

7.2 The property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract.

8. Warranties and Liability

8.1 The Seller warrants to the buyer that the Goods:

8.1.1 will be of satisfactory quality and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the Order is placed;

8.1.2 will be free from defects in design, material and workmanship;

8.1.3 will correspond with any relevant specification or sample and

8.1.4 will comply with all statutory requirements and regulations relating to the the Goods.

8.2 Without prejudice to any other remedy, if any Goods are not supplied in accordance with the Contract, then the Buyer shall be entitled:

8.2.1 to require the Seller to repair the goods or to supply replacement Goods in accordance with the Contract within 7 days or such short a period as shall be specified; or

8.2.2 at the Buyer’s sole option, and whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods to treat the Contract as discharged by the Seller’s breach and require the repayment of any part of the Price which has been paid.

8.3 The Seller shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of, or in connection with:

8.3.1 breach of any warranty given by the Seller in relation to the Goods;

8.3.2 any claim that the Goods infringe, or their importation, use or re-sale, infringes, the patent, copyright, design right, trademark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;

8.3.3 any liability under the Consumer Protection Act 1987 in respect of the Goods;

8.3.4 any act or omission of the Seller or its employees, agents or sub-contractors in supplying and delivering the Goods and including without prejudice to the generality of the foregoing any wrongful act neglect or default in or about the installation of any Goods on any vessel or other premises.

9. Termination

9.1 In addition to the Buyer’s right to cancel the Order in the event of force majeure the Buyer shall be entitled to cancel the Order in respect of all or part only of the Goods by giving notice to the Seller at any time prior to delivery, in which event the Buyer’s sole liability shall be to pay the seller the Price for the Goods in respect of which the Buyer has exercised its right of cancellation, less the Seller’s net saving of cost arising from cancellation.

9.2 The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:

9.2.1 the Seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

9.2.2 an encumbrancer takes possession, or a receiver administrator or similar officer is appointed, of any of the property or assets of the Seller;
or

9.2.3 the Seller ceases, or threatens, to carry on business; or

9.2.4 the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.

10. Force Majeure
In the event that due to any cause whatsoever beyond the reasonable control of the Buyer or the Seller the Buyer shall be unable to receive delivery of the Goods or the Seller shall be unable to deliver the Goods at all or in the time specified in the Order the buyer shall have the right to cancel the Order in whole or in part without any liability on its part to the Seller.  Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the reasonable control of the Buyer or the Seller.

10.1 Act of God, explosion, flood, fire or accident including stranding or collision.

10.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition.

10.3 acts, restrictions, regulations, byelaws, prohibitions or other like measures of any governmental or local authority or other body having regulatory powers in the relevant area.

10.4 import or export regulations, bans or embargoes.

10.5 strikes, lockouts or other industrial action or trade disputes (whether or not involving employees of the Buyer or any subsidiary or associated company).

11. Applicable Law and Jurisdiction

11.1 This Contract shall be governed by and construed in accordance with English Law.

11.2 Any dispute arising out of or in connection with the Contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof for the time being in force.

11.3 The arbitration shall be conducted in accordance with the London Maritime Arbitrators' Association (LMAA) Terms current at the time when the arbitration is commenced.

11.4 Save as after mentioned, the reference shall be to three arbitrators, one to be appointed by each party and the third by the two so appointed.   A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment to the other party requiring the other party to appoint its arbitrator within 14 days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and give notice that it has done so within the 14 days specified.   If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring the dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.   The award of a sole arbitrator shall be as binding as if he had been appointed by agreement.

11.5     In cases where neither the claim nor any counterclaim exceeds the sum of US$ 50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.