Paul Fay - Marine Surveys - Terms and Conditions
Please read the following terms and conditions. When making an agreement to carry out a survey both parties will be bound by these published terms and conditions.
The Company: is the firm or person with whom The Agreement is made.
The Survey Company is Paul Fay trading as Paul Fay.
The Agreement is between Paul Fay and The Company or Person constituted by the attached fax / letter / e-mail and incorporating inter alia these terms and conditions.
Neither party shall transfer or assign its\rights or obligations under The Agreement without the prior written consent of the other party, provided that:
The Company may transfer any or all of its rights under the Agreement to any of its affiliate companies, in which case The Company shall procure the acceptance by the assignee of the terms, conditions exceptions and exemptions of the Agreement.
If The Survey Company considers it more efficient or convenient, The Survey Company may in its discretion procure advice, assistance and services, which it renders under The Agreement, from other persons and may in its discretion delegate performance of one or more of its obligations under The Agreement.
(a) If any payment to be made under The Agreement shall be subject now or in the future to taxes levies or charges of whatever kind in the country in which The Company is incorporated and/or operating and which The Company is required to pay or which The Company is required to withhold, The Company shall pay such sums as shall yield to The Survey Company after payment of such taxes, levies or charges the full amounts payable to The Survey Company under The Agreement as if such taxes, levies or other charges were not paid or withheld.
In this clause 4(a) The Company shall include any assignee of any of its rights hereunder.
(b) Payment shall be made prior to the survey, or prior to the report being sent, or within fifteen working days from the date of invoice, as required by The Survey Company.
(c) Any payments overdue by The Company shall bear compound interest from the due date until payment at a rate of half of one per cent per week.
(d) Except when there are self evident errors in the invoice, payment shall be made by The Company notwithstanding any dispute relating to the billings. Any adjustments consequent upon settlement of such disputes shall be made within thirty days following the settlement.
(e) Where any payment becomes overdue by more than sixty days, The Survey Company shall without prejudice to any of its other rights, be entitled to terminate this agreement whereupon payment will become due for the value of work done up to the date of termination.
5. Liability and Indemnity
(a) The Survey Company shall perform The Agreement with all proper skills in accordance with normal industry standards.
(b) If any work or services under The Agreement are negligently performed or omitted then so far as may be reasonably practicable The Survey Company at its own expense will cause such work and services to be correctly performed.
(c) In this clause 5 Delegate(s) mean (i) employees and agents of The Survey Company (ii) any person to whom performance of work or services under The Agreement is delegated or sub-contracted by The Survey Company and (iii) any such Persons employees and agents.
(d) The Company shall not sue any Delegate for any loss or damage of any nature whatsoever suffered by The Company and connected with performance of The Agreement. The Company’s sole remedy shall be against The Survey Company under this clause 5.
(e) The total liability of The Survey Company to The Company for breach of The Agreement and the total third party liability of The Survey Company and Delegates shall not for any reason whatsoever (including negligence) in aggregate over the duration of The Agreement exceed an amount equal to ten times the total fees paid and payable by The Company to The Survey Company.
(f) If The Survey Company or any Delegate does incur third party liability of any nature whatsoever arising out of or connected with performance of The Agreement then (subject to clause 5(g) below) The Company shall indemnify The Survey Company, or such Delegate against such third party liability and costs and expenses relating thereto, and this indemnity shall apply even if the third party claim was based on negligence. Further to the extent that The Survey Company may have indemnified any Delegate against such third party liability, costs or expenses (which The Survey Company at its sole discretion shall be entitled to do) then The Company shall thereupon be liable to indemnify The Survey Company accordingly.
(g) Where the reason for third party liability mentioned in clause 5(f) was the negligence of The Survey Company, or any Delegate then The Company’s indemnity under clause 5(f) shall apply above the limit of liability mentioned in clause 5(e) and The Survey Company shall be liable up to such limit.
(h) In entering into the agreement contained in clause 5 The Survey Company contracts both on its own behalf and as agent on behalf of Delegates and also for their benefit.
(i) Neither party shall be liable to the other for indirect or consequential damages resulting from or arising out of The Agreement including but not limited to loss of use of property, loss of profits, loss of product or business interruption.
(a) The Company undertakes to keep confidential any information disclosed to it by The Survey Company and not to disclose the same either complete or on part to any third party (including subsidiary companies, holding companies or associate companies) without The Survey Companies prior written approval, such undertaking to continue notwithstanding the expiry or termination of The Agreement for so long as the information in question has not:
(i) Become part of the public knowledge or literature without default on the part of The Company or
(ii) Been disclosed to The Company by the third party (other than one disclosing on behalf of The Survey Company) whose possession of such information is lawful and who is under no secrecy obligation with respect to the same
Or for a period of 10 years from the date that The Agreement terminates, whichever is the sooner.
(b) The Survey Company shall undertake to keep confidential any confidential information disclosed to it by The Company and The Survey Company shall be liable to the same constraints as imposed by clause 6(a) on The Company.
7. Force Majeure
Neither party to The Agreement shall be in breach of any obligation hereunder (other than the obligations of The Company to make payment of any monies due to The Survey Company) insofar as performance thereof has been delayed, hindered, interfered with or prevented by any circumstances beyond its reasonable control.
8. Applicable Law and Arbitration
The proper law of this Agreement is English Law and English law shall be used to interpret The Agreement and for resolving all claims or disputes arising out of or connected with The Agreement (whether based on contract, tort, or any other legal doctrine). Any such claim or dispute not settled by negotiation shall be settled by arbitration in London under the rules of the Court of International Arbitration. The language of the Arbitration shall be English.
Important Information Regarding Digital & Electronic information
All photographs taken throughout the survey are supplied on a CD which is supplied with the survey report.
I do supply reports electronically, such as via email and also on the photograph CD enclosed with each survey report. However, please note I always also send a printed copy and that the only report guaranteed to be from Paul Fay will be printed and bear my signature on each page.
email me at ........ email@example.com Telephone 07715 102090
© Paul Fay Nov 2012