Marine Rescue Technologies Sea Marshall AU9, User Manual

Page: 37 / 44

Sea Marshall AU9 User Manual v2.8
MRT Ltd. © 2014
37
the Supplier against all losses, damages, costs, claims, demands,
liabilities and expenses (including without limitation consequential
losses, loss of profit and loss of reputation, and all interest,
penalties and legal and other professional costs and expenses)
awarded against or incurred by the Supplier in connection with, or
paid or agreed to be paid by the Supplier in settlement of, any
claim for infringement of any third party Intellectual Property
Rights which results from the Supplier's use of the Customer's
specification or such other information. The indemnity shall apply
whether or not the Customer has been negligent or at fault and
does not limit any further compensation rights of the Supplier.
16 Confidentiality and Supplier's Property
(a) The Customer shall keep in strict confidence all technical or
commercial know-how, specifications, inventions, processes or
initiatives which are of a confidential nature and have been
disclosed to the Customer by the Supplier or its agents, and any
other confidential information concerning the Supplier's business
or its products which the Customer may obtain. The Customer
shall restrict disclosure of such confidential material to such of its
employees, agents or sub-contractors as need to know the same
for the purpose of discharging the Customer's obligations to the
Supplier, and shall ensure that such employees, agents or
sub-contractors are subject to obligations of confidentiality
corresponding to those which bind the Customer.
(b) All materials, equipment and tools, drawings, specifications
and data supplied by the Supplier to the Customer shall at all
times be and remain the exclusive property of the Supplier, but
shall be held by the Customer in safe custody at its own risk and
maintained and kept in good condition by the Customer until
returned to the Supplier, and shall not be disposed of or used
other than in accordance with the Supplier's written instructions or
authorisation.
(c) This clause 16 shall survive termination of the Contract,
however arising.
17 Termination
(a) Without prejudice to any other right or remedy available to
the Supplier, the Supplier may terminate the Contract or suspend
any further deliveries under the Contract without liability to the
Customer and, if the Equipment has been delivered but not paid
for, the price shall become immediately due and payable
notwithstanding any previous agreement or arrangement to the
contrary if:
(i) the ability of the Customer to accept delivery of the
Equipment is delayed, hindered or prevented by circumstances
beyond the Customer's reasonable control; or
(ii) an order is made or a resolution is passed for the winding up
of the Customer, or circumstances arise which entitle a court of
competent jurisdiction to make a winding-up order in relation to
the Customer; or
(iii) an order is made for the appointment of an administrator to
manage the affairs, business and property of the Customer, or
documents are filed with a court of competent jurisdiction for the
appointment of an administrator of the Customer, or notice of
intention to appoint an administrator is given by the Customer or
its directors or by a qualifying floating charge holder (as defined in
paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(iv) a receiver is appointed of any of the Customer's assets or
undertaking, or if circumstances arise which entitle a court of
competent jurisdiction or a creditor to appoint a receiver or
manager of the Customer, or if any other person takes possession
of or sells the Customer's assets; or
(v) the Customer makes any arrangement or composition with its
creditors, or makes an application to a court of competent
jurisdiction for the protection of its creditors in any way, or
becomes bankrupt; or
(vi) the Customer ceases, or threatens to cease, to trade; or
(vii) the Customer takes or suffers any similar or analogous action
to any of the foregoing in any jurisdiction in consequence of debt.
(b) Termination of the Contract, however arising, shall not affect
or prejudice the accrued rights of the parties as at termination or
the continuation of any provision expressly stated to survive or
implicitly surviving termination.
18 Force Majeure
The Supplier reserves the right to defer the date of delivery, or to
cancel the Contract or reduce the amount of Equipment ordered,
if it is prevented from or delayed in carrying on its business by acts,
events, omissions or accidents beyond its reasonable control,
including without limitation strikes, lock-outs or other industrial
disputes (whether involving the workforce of the Supplier or any
other party), failure of a utility service or transport or
telecommunications network, act of God, war, riot, civil
commotion, malicious damage, compliance with any law or
governmental order, rule, regulation or direction, accident,
breakdown of plant or machinery, fire, flood, storm or default of
suppliers or sub-contractors (Force Majeure Event).
19 Notices
Any notice required to be given pursuant to the Contract shall be
in writing and shall be delivered by hand or sent by pre-paid
first-class post or recorded delivery post to the address of the
party as set out in these Conditions, or such other address as may
be notified by one party to the other. A notice delivered by hand is
deemed to have been received when delivered (or, if delivery is
not in business hours, 9.00 am on the first business day following
delivery). A correctly addressed notice sent by pre-paid first-class
post or recorded delivery post shall be deemed to have been
received at the time at which it would have been delivered in the
normal course of post.
20 Miscellaneous
(a) A waiver of any right under the Contract is only effective if it is
in writing and signed by or on behalf of the waiving party, and it
applies only to the party to whom the waiver is addressed and the
circumstances for which it is given.
(b) If any provision of these Conditions (or part of a provision) is
found by any court or administrative body of competent
jurisdiction to be invalid, unenforceable or illegal, the other
provisions shall remain in force.
(c) Each party acknowledges that, in entering into the Contract
and the documents referred to in it, it does not rely on any
statement, representation, assurance or warranty (Representation)
of any person (whether a party to the Contract or not) other than
as expressly set out in the Contract or those documents.
(d) Each party agrees that the only rights and remedies available
to it arising out of or in connection with a Representation shall be
for breach of contract. Nothing in this clause shall limit or exclude
any liability for fraud.
(e) The Customer shall not, without the prior written consent of
the Supplier, assign, transfer, charge, sub-contract or deal in any
other manner with all or any of its rights or obligations under the
Contract. The Supplier may at any time assign, transfer, charge,
sub-contract or deal in any other manner with all or any of its rights
or obligations under the Contract.
(f) The Contract is made for the benefit of the parties to it and
(where applicable) their successors and permitted assigns, and is
not intended to benefit, or be enforceable by, anyone else.
(g) The Contract and any disputes or claims arising out of or in
connection with it or its subject matter or formation (including
without limitation disputes or claims) are governed by and
construed in accordance with the law of England. The parties
irrevocably agree that the courts of England have exclusive
jurisdiction to settle any dispute or claim that arises out of or in
connection with the Contract or its subject matter or formation
(including without limitation disputes or claims)
(h) Operational life of equipment is 5 years from date of
purchase.
IMPORTANT NOTE: Contact MRT for the latest terms and
conditions or visit: http://mrtsos.com