Marine Rescue Technologies sMRT V100, User Manual

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sMRT V100/V100X User Manual v1.0
MRT Ltd. © 2014
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(c) If the Supplier manufactures the Equipment, or applies any
process to it, in accordance with a specification submitted or
prepared by the Customer or any other information provided by
the Customer, the Customer shall indemnify and keep
indemnified 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: Terms and conditions are subject to change.
Contact MRT for the latest terms and conditions or visit: www.mrtsos.com