Our terms and conditions of business


In these Terms of Business the following expressions shall have the following meanings:

1.1                   'Rig Magic' means Rig Magic of Suffolk Yacht Harbour, Levington, Ipswich IPI0 OLN;

1.2                   'the Goods' means the articles or things or any of them described in the Contract, which are either:

(a)                   supplied by Rig Magic's agreed supplier; or

(b)                   designed and/or manufactured by Rig Magic; or

(c)                   a replacement part supplied or manufactured by Rig Magic.

1.3                   'the Buyer' means the person, firm or company with whom the Contract is made by Rig Magic, whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person firm or company;

1.4                   'Rig Magic's Premises' means the premises mentioned in Rig Magic's quotation or other contractual document or if not· so mentioned means Rig Magic's works at Suffolk Yacht Harbour, Levington, Ipswich IPI0 OLN;

1.5                   'the Contract' means [Rig Magic's quotation and/or the Buyer's order for the Goods and/or the Services confirmed in writing by Rig Magic in accordance with clause 3.2 below];

1.6                   'the Services' means the services described in the Contract.

 

2.                     GENERAL

2.1                   These terms shall be deemed to be incorporated in all contracts of Rig Magic to sell and/or supply the Goods and/or the Services and in the case of any inconsistency with any order letter or form of contract sent by the Buyer to Rig Magic or any other communication between the Buyer and Rig Magic whatever may be their respective dates the provisions of these terms shall prevail unless expressly varied in writing and signed by a director on behalf of Rig Magic.

2.2                   Any concession made or latitude allowed by Rig Magic to the Buyer shall not affect the strict rights of Rig Magic under the Contract.

2.3                   If in any particular case any of these terms shall be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.

2.4                  

The headings in these Terms of Business are intended for reference only and shall not affect their construction.

 

3.                     ORDERS

3.1                   Unless verbal, telephone or telegraphic orders and any variations to orders or quotations are confirmed in writing by the Buyer Rig Magic shall not be responsible for errors or subsequent misunderstandings.

3.2                   Notwithstanding that Rig Magic may have given a detailed quotation no order shall be' binding on Rig Magic unless and until it has been accepted in writing by Rig Magic.

3.3                   Rig Magic reserves the-right to amend any order or quotation that has been accepted so as to provide suitable alternatives in the event that Rig Magic is unable to supply any of the Goods and/or the Services. In that event Rig Magic reserves the right to make such reasonable adjustments (upwards or downwards) in the price as are necessary.

 

4.                     PRICES

4.1                   The price payable for the Goods and/or the Services shall, subject to clauses 3.3 and 4.3, be the price given in any quotation given by Rig Magic to the Buyer.

4.2                   All prices are exclusive of Value Added Tax. This will be charged at the rate ruling on date of Rig Magic's invoice.

4.3                   Rig Magic's prices in any quotation are given in good faith based on the information available to Rig Magic but are subject to adjustment to take account of any variation in the Rig Magic's costs including (but not limited to) increases in the cost of parts or equipment from suppliers, variations or additions to the Buyer's requirements, variations in wages, the cost of materials, exchange rate fluctuations, alterations of taxes and duties and other costs since the date of Rig Magic's quotation or (if no quotation is issued) the Buyer's order. Rig Magic accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted. The invoice so adjusted shall be payable as if the price set out therein were the original contract price.

 

5.                     TERMS OF PAYMENT

5.1                   If requested by Rig Magic the Buyer will:

(a)                   Pay a deposit of 25% of the estimated or quoted price for the Goods and/or the Services within [7] days of [acceptance of the Buyer's order or Rig Magic's quotation] being confirmed in by Rig Magic

(b)                   Pay any interim account or any agreed installment payments of the price for the Goods and/or the Services, which may be submitted prior to completion or delivery of the Goods and/or the Services.

5.2                   The Buyer will pay any additional costs incurred Rig Magic that are not directly related to the sale or supply of the Goods and/or the Services (for example mooring, towing, craneage or launching fees).

5.4                   Unless otherwise stated by Rig Magic in writing and recorded on Rig Magic's acknowledgement of order, payment shall be due in cash not later 14 days following the date of the invoice save that payment shall become due in any event forthwith upon the occurrence of any of the events referred to in Condition 14 hereof. Time for payment shall be of the essence and unless payment is received within the due date(s) Rig Magic will upon written notice to the Buyer be entitled to withhold delivery and/or suspend performance of the Contract, and further, if the Buyer has not paid any overdue payments within 14 days of any written demand for the Buyer to pay the overdue payments then Rig Magic shall be entitled to determine the Contract without further notice to the Buyer.

5.5                   Without prejudice to any other rights it may have, Rig Magic is entitled to charge interest at 3% above the then Current Base Rate of [Lloyds Bank PLC] on overdue payments of the price of the Goods and/or the Services (whether or not payment is requested in full or by interim account or by installment payments) from the date of the invoice (or installment payment date) until the date of payment and shall accrue at such rate after was well as before any judgment.

6.                     DELIVERY

6.1                   All times or dates given for delivery [(which term shall include the placing on the Buyer's property)] of the Goods and/or the Services are estimates only and given in good faith but without any responsibility on the part of Rig Magic. Time of delivery should not be of the essence of any contract nor shall Rig Magic be under any liability for any delay beyond Rig Magic's control (including any delay, act or omission of a third party carrier used by Rig Magic) and delivery of any goods or services shall be suspended for so long as such circumstance lasts.

6.2                   The Buyer shall not be entitled to refuse to accept late delivery or treat late delivery as a breach of contract.

6.3                   Rig Magic shall be entitled to withhold delivery of any goods or services where any amounts payable by the Buyer are overdue on any account whatsoever.

6.4                   If the Buyer refuses to accept delivery of the Goods, the Buyer shall in addition to the price, pay Rig Magic's costs incurred in returning and storing or otherwise disposing of the Goods.

6.5                   Where the Goods are handed to a carrier for carriage to the Buyer or the United Kingdom port for export any such carrier shall be deemed to be an agent of Rig Magic and not of the Buyer for the purposes of Sections 44, 45, and 46 of the Sale of Goods Act 1979.

6.6                   The Buyer agrees that Section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by Rig Magic.

 

7.                     CANCELLATIONS AND RETURNS

7.1                   Contracts cannot be cancelled and Goods supplied in accordance with the Contract cannot be returned without Rig Magic's prior written authorisation.

7.2                   If Rig Magic agrees to cancellation or return, the Buyer shall be liable to pay to Rig Magic the amount of any losses or expenses incurred by Rig Magic directly or indirectly resulting from such cancellation together with all costs of handling, carriage, insurance and packing in relation to delivery of the Goods and arranging for return of the Goods to Rig Magic at Rig Magic's Premises.

 

8.                     PACKING AND CARRIAGE

Unless otherwise agreed by Rig Magic in writing the prices of the Goods are exclusive of packing and carriage.

9.                     PASSING OF TITLE AND RISK

9.1                   From the time of delivery the Goods shall be at the risk of the Buyer who shall be solely responsible for their insurance custody and maintenance but, unless otherwise expressly agreed in writing, the Goods shall remain the property of Rig Magic until all payments under the Contract have been made in full and unconditionally. Whilst the ownership of Rig Magic continues the Buyer shall keep the Goods separate and identifiable from all other goods in its possession as bailee for the Rig Magic.

9.2                   In the event of any resale by the Buyer of the Goods the beneficial entitlement of Rig Magic shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to Rig Magic and until and subject to such assignment shall be held on trust in a separate identified account for Rig Magic by the Buyer who will stand a strictly fiduciary capacity in respect thereof.

9.3                   In event of failure to pay the price in accordance with the Contract, Rig Magic shall have power to resell the Goods. Such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purposes Rig Magic and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Buyer to remove the Goods.

 

10.                   LIABILITY

10.1                 No liability for non-delivery loss of or damage of the Goods occurring prior to delivery or any claim that the Goods and/or the Services are not in accordance with the Contract will attach to Rig Magic unless claims to that effect are notified in writing by the Buyer to Rig Magic (a) within five (5) working days of delivery for loss or damage to the Goods prior to delivery or (b) within ten (10) days of delivery where the Goods and/or the Services are not in accordance with the Contract or (c) within [three (3)] days in the case of defective goods, as provided for in clause 13.1.


 

10.2                 In the event of a valid claim for non-delivery loss damage or non-compliance with the Contract Rig Magic's liability shall be limited to the cost of, at its sole option, either repairing or replacing the Goods (or part thereof) at its expense and/or providing the Services (or part thereof), or of the Buyer obtaining goods and/or services similar to those not delivered, in the cheapest available market. Rig Magic shall not be under any further or other liability to any person in connection with such non-delivery loss damage or non-compliance. Under no circumstances shall the liability of Rig Magic exceed the price of the Goods and/or the Services, or in the case of delivery of the Goods by a courier or contractor Rig Magic's liability shall not exceed that of the courier's or contractor's liability to it.

10.3                 Rig Magic shall not be liable to ~he Buyer in respect of breach of any contract for the sale and/or the supply of the Goods and/or the Services or any representation given in connection with such contract, whether in contract or in tort (including negligence) statute or otherwise howsoever, for any consequential indirect or special losses, any loss of use, profit, business, revenue or contract, or any liability of the Buyer to any third party.

10.4                 If the Buyer shall fail to give notice in accordance with condition 10.1 above the Goods and/or the Services supplied shall be deemed to be in all respects in accordance with the Contract. Without prejudice to earlier acceptance by the Buyer it shall be bound to accept and pay for the same accordingly.

10.5                 Rig Magic will not be liable for any failure, loss or damage caused in relation to the Goods and the Services by:

(a)                   Use of the Goods and/or the Services in applications for which they are not intended;

(b)                   Corrosion and normal deterioration (wear and tear);

(c)                   Improper installation by the Buyer or any third party acting on behalf of the Buyer;

(d)                   Use exceeding the Goods and/or the Services performance specifications or fitness for purpose.

10.6                 Where the Buyer or any third party acting on behalf of the Buyer supplies drawings, designs, photographs, specifications or other technical information, Rig Magic shall not be liable for any loss or damage arising out its use of such drawings, designs, photographs, specifications or other technical information in relation to the Goods and/or the Service

10.7                 The Buyer shall indemnify Rig Magic against all actions, claims, costs, damages and expenses and other loss or liability arising out of defect in the Goods or the Buyer's property to the extent occasioned or contributed to by any act, omission, negligence or default of the Buyer its servants or agents


11.1                 Rig Magic shall (without prejudice to any other remedy available to it) have in respect of all unpaid debts and other sums due from the Buyer under the Contract a general lien on any Goods and property of the Buyer whatsoever in its possession (whether in relation to the Contract or otherwise) which are or intended to become the property of the Buyer.

11.2                 Pursuant to that lien, Rig Magic shall be entitled to, within 14 days written notice to the Buyer, sell any goods and property of the Buyer so held upon such terms as it thinks fit and to keep the proceeds of sale thereof in diminution of the debts, the other sums due and all costs and expenses incurred in or about effecting the sale.

 

12.                   CONDITIONS AND WARRANTIES

12.1                 The Contract shall not constitute a sale by description or sample.

12.2                 Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12 and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1), any conditions or warranties (whether express or implied by statute common law or arising from conduct or a previous course of dealing or trade custom or usage) as to the quality of the Goods or their fitness for any particular purposes ([even if] [unless] that purpose is made known expressly or by implication to Rig Magic): or as to the correspondence of the Goods with any description or sample are hereby expressly excluded to the fullest extent permitted by law.

 

13.                   DEFECTIVE GOODS

13.1                 If the Buyer finds a material defect in the Goods within [12 months] from and including the date of dispatch then Rig Magic may at its sole option as soon as reasonably practicable repair or replace defective goods or refund to the Buyer the purchase price paid for those goods Provided that:

(a)                   The Buyer informs Rig Magic within [3] days after the defect was discovered and then proceeds as instructed by Rig Magic or Rig Magic's supplier, including the prompt return, at the Buyer's expense of any goods claimed faulty;

 

(b)                   The defect existed in the goods at the time of delivery of the goods or arose from faulty materials or workmanship, was not reasonably discoverable upon inspection at the time of receipt, and did not result from any modification or alteration of the goods by the Buyer or any other third party, or from normal deterioration, or from improper or faulty connection, installation, handling, storage or use of the goods by the Buyer, or failure of the Buyer to comply with any instructions provided by Rig Magic or Rig Magic's supplier;

(c)                   Any trade marks or labels on the Goods have not been removed or mutilated.

 

 

13.2                 In the case of Goods not manufactured by Rig Magic, Rig Magic will pass on to the Buyer to the extent that it is able any benefits obtainable under any warranty given by the Rig Magic's supplier provided that the Goods have been accepted and paid for.

 

14.                   DEFAULT ON INSOLVENCY OF THE BUYER

If the Buyer shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Buyer's property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Buyer is a company) if any Resolution or Petition to wind up such company shall be passed or presented or if a Receiver of the whole or any part of such company's undertaking property or assets shall be appointed, Rig Magic in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every contract between Rig Magic and the Buyer or may (without prejudice to Rig Magic's right subsequently to determine the contract for the same cause should it so decide) by notice in writing suspend further deliveries of Goods and/or the Services until any defaults of the Buyer be remedied.

 

15.                   SERVICES PROVIDED

15.1                 Services such as opinions about condition of equipment, rig survey and other such Services of a subjective nature are given by Rig Magic in good faith. Such opinion extends only to the actual inspection that has been carried out which may be limited by weather, availability of the vessel, inaccessibility of equipment or component parts. Full rig survey requires removal of the rig at the expense of the Buyer and lesser survey is without liability by Rig Magic.

15.2                 Any advice given as to fitness for purpose will be based on information provided by the Buyer, and without liability to Rig Magic.

15.3                 Notwithstanding that works may have been carried out to a vessel, the decision that the vessel is in a condition of seaworthiness and readiness to put to sea remains entirely with her skipper who should satisfy him/herself that this is the case.

 

16.                   INSURANCE

The Buyer shall adequately insure all his property left at Rig Magic's Premises with an insurance company of good repute and for all usual risks and for third party risks in case of injury or damage and the buyer shall indemnify Rig Magic against all liability arising out of the same.

 

17.                   CONFIDENTIALITY

Any drawings, designs, photographs, specifications or other technical information supplied to the Buyer by Rig Magic in connection with the Contract are provided on the express understanding that the Buyer will not give, loan, exhibit or sell the same to any third party and that the Buyer will not use them in any way expect in connection with the Goods and/or the Services provided to the Buyer. The copyright in all documents will remain vested in Rig Magic.

 

18.                   REPRESENTATIONS

No statement description information warranty condition or recommendation contained in any catalogue price list advertisement or communication or made verbally by any of the agents or employees of Rig Magic shall be construed to enlarge, vary or override in any way any of these conditions.

 

19.                   FORCE MAJEURE

Rig Magic shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in manufacturing obtaining or delivering the Goods and/or the Services by normal route or means of delivery through any circumstances beyond its control including but not limited to strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal source of supply.

 

20.                   ASSIGNMENT

The Buyer may not assign the benefit or burden of the Contract without the written consent of Rig Magic, which Rig Magic may give or withhold at its absolute discretion.

 

21.                   NOTICES

21.1                 All notices shall be in writing, and sent by hand, courier, first class post or facsimile to the address of the recipient stated in any quotation, order or acknowledgement of the order.

21.2                 Notices shall be deemed to be received if sent by hand or courier, on delivery, if sent by first class post on the second day following posting, and if sent by facsimile, on completion of uninterrupted transmission provided that such transmission is completed by 4 p.m. on a normal working day, otherwise the next working day following transmission.

 

22.                   PROPER LAW

These terms of business and any contract to which these terms of business apply shall in. all respects be governed by and construed in accordance with English Law and the Buyer and Rig Magic agree to submit to the non-exclusive jurisdiction of the English Courts.