FERITECH GLOBAL LTD

TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

Please read this document carefully as all goods and services supplied by Feritech Global Ltd will be supplied subject

to these terms and conditions.

1. DEFINITIONS

In these terms and conditions, the following definitions shall apply:

Business Day	a day other than a Saturday, Sunday or public holiday in England.
Conditions	these terms and conditions, the Order Confirmation, Quote or Proposal Document and any provided Schedules, as amended from time to time.
Contract	the contract between Feritech Global Ltd and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer	the person, firm or body corporate who purchases the Goods and/or Services from Feritech Global Ltd as described in the Order Confirmation, Quote or Proposal Document.
Delivery	the transfer of physical possession of the Goods to the Customer at the Customer’s delivery address set out in the Order Confirmation or the delivery to the Customer of the services as set out in the Order Confirmation.
Due Date	the date referred to in the Order Confirmation or 50% deposit on order and remainder 50% due prior to dispatch of goods/service as Feritech Global Ltd invoice for the Goods and/or Services.
Ex Works	the meaning given by Incoterms 2020.
Feritech Global Ltd	the supplier of the Goods and/or Services, whose details are provided in the Order Confirmation, Quote or Proposal Document.
Free on Board	the meaning given by Incoterms 2020.
Goods	means the goods (or any part of them) as set out in the Order Confirmation.
Intellectual Property Rights	patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order Confirmation Services	Feritech Global Ltd standard document annexed to these Conditions which describes the Goods and/or Services to be provided to the Customer. means the services as set out in the Order Confirmation.
Sample	any sample of materials collected by the Customer using the Sampling Equipment.
Sampling Equipment	any Good or Goods supplied by Feritech Global Ltd, the purpose of which is to facilitate collection geotechnical samples, including but not limited to, sediment samples and sea floor grab samples.
Purchase Order	means the documents the Customer provides to Feritech Global Ltd which describes the Goods and/or Services to be provided to the Customer.
Proposal Document	means the document which Feritech Global Ltd have provided to the Customer which describes the Goods and/or Services to be provided to the Customer.
Quote	means the document which Feritech Global Ltd have provided to the Customer which describes the Goods and/or Services to be provided to the Customer.

2. CONSTRUCTION

In these Conditions, the following rules apply:

A reference to “writing” or “written” includes e-mails.

Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors or permitted

Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those

Schedules annexed to these Conditions shall be deemed to be part of these

Where the Customer has requested Services, they shall be bound by the terms provided at Schedule 1 in addition to these

3. CONTRACT TERMS

These Conditions apply to all Contracts for the supply of Goods and/or Services by Feritech Global Ltd to the

No variation to these Conditions will be effective unless agreed in writing by a director of Feritech Global Ltd.

Feritech Global Ltd employees or agents are not authorised to make any representations concerning Goods unless confirmed by Feritech Global Ltd in writing. Any oral advice or recommendation given by Feritech Global Ltd or its employees or agents to the Customer which is not confirmed in writing shall be entirely at the Customer’s own

4. OFFER, ACCEPTANCE AND DESPATCH

The Customer may from time-to-time place orders for Goods and/or Services with Feritech Global Ltd by way of e-mail or by telephone. Any such order request or Purchase Order constitutes an offer by the Customer to buy the Goods and/or Services

The Customer shall be responsible to Feritech Global Ltd for the accuracy of any information contained in any order request or its Purchase

No order request or Purchase Order submitted by the Customer shall be deemed to be accepted by Feritech Global Ltd unless and until (and then only to the extent) confirmed in writing to the Customer by Feritech Global Ltd in Feritech Global Ltd form of Order Confirmation

The quantity and description of the Goods and/or Services shall be as set out in the Order

No Order Confirmation may be altered or cancelled by the Customer without the prior agreement of Feritech Global Ltd.

A separate legally binding contract shall arise in respect of each Order Confirmation which is not altered or cancelled by the Customer as provided in clause 5.

Feritech Global Ltd shall dispatch the Goods to the Customer as soon as reasonably possible or by such date as shown on the Order

Services will only be supplied if indicated on an Order Confirmation and agreed by Feritech Global Ltd. Where Services are being provided, they will be provided in accordance with the Services Schedule at Schedule

5. PRICE OF THE GOODS AND/OR SERVICES

The price of the Goods and/or Services shall be the price as set out in the Order Confirmation which Feritech Global Ltd shall supply to the Customer. Details set out in the Order Confirmation take precedence over details set out in a Quote or Proposal Document but in the absence of an Order Confirmation the details set out in a Quote or Proposal Document will

The price of the Goods and/or Services is exclusive of Value Added Tax and costs of carriage unless otherwise indicated on the Order

The Customer will be responsible for the administrative arrangements for any duties, imports and levies in relation to the Goods and/or

The price of the Goods and/or Services is exclusive of any duties, imports and

The duties, imports and levies provided for at clause 5.3 shall be paid by the Customer. Feritech Global Ltd shall raise invoices for the Goods and/or Services supplied to the Customer as detailed in the Order Confirmation. Details set out in the Order Confirmation take precedence over details set out in a Quote or Proposal Document but in the absence of an Order Confirmation the details set out in a Quote or Proposal Document will

6. TERMS OF PAYMENT

Unless otherwise shown on the Order Confirmation, or unless payment has already been made against an Order Confirmation, payment for the Goods and/or Services shall be made by the Customer to Feritech Global Ltd in GBP for the amount shown on the Order Confirmation, upon receipt of Feritech Global Ltd invoice for the Goods and/or Services (“Due Date”).

If Feritech Global Ltd is unable to effect delivery of the Goods and/or Services by reason of the Customer failing to take delivery of the Goods, or by reason of the Customer’s instructions or lack of instructions, Feritech Global Ltd shall be entitled to notify the Customer that the Goods are ready for delivery and to add to its invoice reasonable additional delivery and/or storage costs resulting from the delay in delivery of the

If the Customer wishes to dispute any invoice (in whole or in part) raised by Feritech Global Ltd, the Customer shall inform Feritech Global Ltd of the dispute within 5 working days of receipt of the

If the Customer fails to make any payment on the Due Date, then, without prejudice to any other right or remedy available to Feritech Global Ltd, and without incurring any liability for any loss or damage caused to the Customer, Feritech Global Ltd shall be entitled to:

cancel any Order Confirmation and/or suspend any further deliveries of Goods to the Customer; and

appropriate any payment made by the Customer to such of the Goods and/or Services (or Goods and/or Services supplied under any other contract between Feritech Global Ltd and the Customer) as Feritech Global Ltd may think

If you do not make any payment to us by the Due Date, we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue

If administration and/or legal action is required due to lack of late payment by the Due Date, then fees will be

7. DELIVERY

Delivery shall be made by Feritech Global Ltd at the address for delivery shown on the Customer’s Purchase Order. Feritech Global Ltd shall use all reasonable endeavors to effect Delivery by the date set out in the Customer’s Purchase Order. Time for delivery is not of the

Delivery lead times shall commence upon receipt of payment in full or as otherwise agreed in writing on the quote or order documentation.

Where Feritech Global Ltd is not able to effect Delivery by the date set out in the Customer’s Purchase Order, Feritech Global Ltd shall not be liable for any losses incurred as a result of the

If collection of the Goods is made by the Customer from Feritech Global Ltd own address the Ex-Works provisions of Incoterms 2010 will apply. The Customer must bear all costs and risks involved in collecting the goods from Feritech Global Ltd premises.

If delivery of the Goods is made by a carrier the Free On-Board provisions of Incoterms 2010 will

If any item described in the Quote is missing from the Delivery, Feritech Global Ltd shall use reasonable endeavors to deliver the missing item(s) to the Customer as soon as practicable. Feritech Global Ltd shall not be liable for any losses or costs incurred by the Customer as a result of the delay in receiving missing items from the

8. FORCE MAJEURE

Feritech Global Ltd shall not be liable to the Customer or deemed to be in breach of contract by reason of any delay or failure to deliver the Goods and/or Services if the delay or failure was due to any cause beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond a party’s reasonable control:

act of God, explosion, flood, tempest, fire or accident, COVID 19 Pandemic.

war or threat of war, sabotage, insurrection, civil

acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.

import or export

acts of terrorism; or

strikes, lockouts, or any other industrial actions or trade disputes (whether involving Feritech Global Ltd employees or employees of a third party).

If any of the circumstances referred to in clause 8.1 arise, the affected party will inform the other of the reason for the delay or failure to deliver the Goods to the delivery location and the time for delivery of the Goods shall be suspended for as long as the cause of the delay or failure shall

No delay or failure by Feritech Global Ltd to deliver Goods shall entitle the Customer to cancel any Order Confirmation or postpone its payment obligations under clause

9. Risk and property

The risk of damage to, theft or loss of the Goods shall pass to the Customer when the Goods are dispatched from Feritech Global Ltd premises for delivery. If the Customer fails to take delivery of the Goods, the risk of damage to or loss of the Goods shall pass to the Customer at the time when Feritech Global Ltd or its carrier has tendered delivery of the

Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Customer until Feritech Global Ltd has received in cash or in cleared funds:

payment in full of the price of the Goods and/or Services; and

payment in full for all other Goods and/or Service agreed to be supplied by Feritech Global Ltd to the Customer for which payment is then due or accruing

Until such time as the property in the Goods and/or Services passes to the Customer:

the Customer shall hold the Goods as fiduciary agent and bailee and shall keep the Goods properly stored and insured for Feritech Global Ltd benefit and identified as Feritech Global Ltd property; and

Feritech Global Ltd shall be entitled at any time to require the Customer to deliver up the Goods to Feritech Global Ltd or its agent and if the Customer fails to do so, Feritech Global Ltd, its employees and/or its agents may forthwith enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods; and

the Customer shall afford Feritech Global Ltd, its employees and/or its agents’ inspection of any documents relating to the Goods for the purpose of tracing

The Customer shall not be entitled to pledge or purport to pledge or in any way charge or purport to charge by way of security for any indebtedness any of the Goods or other Goods which remain the property of Feritech Global Ltd.

10. ACCEPTANCE OF GOODS

The Customer shall be responsible for inspecting the Goods:

where they are collected by the Customer (or its agent) from Feritech Global Ltd’s premises, at the time of collection; or

where they are delivered to the Customer’s premises, within 1 Business Day of

and shall at the relevant time notify Feritech Global Ltd by telephone or e-mail if the Customer shall consider the Goods to be in any way damaged, unsatisfactory or otherwise not in conformity with the Order Confirmation. In such circumstances the Customer shall follow up such initial notification within 3 Business Days of collection or delivery of the Goods by sending a detailed report of the Customer’s complaint. In the absence of such notification the Customer shall be deemed to have accepted the Goods.

11. Warranties

Subject to the conditions of this clause Feritech Global Ltd warrants that the Goods:

are of satisfactory quality at the time of acceptance under clause

conform in all material respects with their description in the Order Confirmation at the time of the acceptance under clause 10; and

are free from material defects in design, material and workmanship for a period of 12 months from the time of acceptance under clause 10.

The warranty at clause 11.1.3 is given by Feritech Global Ltd, provided that Feritech Global Ltd shall be under no liability:

in respect of any defect arising from damage or

where there is evidence that the Goods have been used for a purpose for which is not

for deterioration caused to the Goods through normal wear and

if full payment for the Goods complained of has not been made by the Due

if the Goods have not been configured properly by the

Subject as expressly provided in these Conditions, all warranties and conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Any claim for breach of warranty made by the Customer under clause 11.1 shall be notified to Feritech Global Ltd within 7 days from the date on which the defect or failure became apparent. Where such a claim is notified to Feritech Global Ltd, the Customer shall:

at the time of the claim provide to Feritech Global Ltd proof of the Customer’s purchase of the Goods complained of and (if relevant) proof of the date of

return the Goods complained of to Feritech Global Ltd at 3 Leo Cub Industrial Centre, Kernick Road, Penryn, Cornwall, TR10 9DQ, UK at its own

give Feritech Global Ltd reasonable opportunity to inspect the Goods complained of following receipt of the Goods complained of by Feritech Global Ltd at 3 Leo Cub Industrial Centre, Kernick Road, Penryn, Cornwall, TR10 9DQ,

if following inspection of the Goods Feritech Global Ltd agrees that the Goods are faulty, Feritech Global Ltd will fix the Goods at its own cost. The Goods will then be returned to the Customer at the Customer’s

Except in respect of death or personal injury caused by the negligence of Feritech Global Ltd, its employees or agents, the total liability of Feritech Global Ltd to the Customer under the warranties in clause 11.1 shall not exceed the purchase price paid by the Customer to Feritech Global Ltd for the Goods complained

Except in respect of death or personal injury caused by the negligence of Feritech Global Ltd, its employees or agents, Feritech Global Ltd shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss of profit or goodwill, or any indirect or consequential loss, arising under or in connection with any purchase by the Customer of the

Feritech Global Ltd makes no warranty or guarantee as to the quality, volume or length of the Sample collected by the Customer using the Sampling Equipment. The Customer acknowledges that Feritech Global Ltd shall bear no responsibility for the Sample collected using the Sampling

12. LIMITATION OF LIABILITY

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

Nothing in these Conditions shall limit or exclude Feritech Global Ltd’s liability for:

death or personal injury caused by its negligence, or the negligence of its employees, agents or

fraud or fraudulent

breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

defective products under the Consumer Protection Act

Subject to clause 1:

Feritech Global shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

Feritech Global’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of goods giving rise to

The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the

This clause 12 shall survive termination of the

13. INTELLECTUAL PROPERTY RIGHTS

The Customer acknowledges that:

all design rights in the Goods are the property of Feritech Global Ltd.

nothing in these Conditions shall be construed as conferring any licence or granting any rights in favour of the Customer in respect of Feritech Global Ltd’s Intellectual Property

If the Customer becomes aware of any use by a third party of Feritech Global Ltd’s Intellectual Property Rights or similar, the Customer shall promptly notify Feritech Global Ltd of such

The Customer shall not use or seek to register any trademark or trade name which is identical to, similar to, or incorporates any of Feritech Global Ltd’s Intellectual Property

The Customer shall not attempt to reverse compile, disassemble, reverse engineer or all or any part of the

14. CONFIDENTIALITY

A party (receiving party) 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 receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Conditions, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Conditions. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 14 shall survive termination of the Conditions.

15. NOTICES

Any notice hereunder shall be properly given if in writing and sent by courier delivery, by first class post (if sent within the UK), by e-mail to such address as Feritech Global Ltd and the Customer from time to time communicate to each other as their respective addresses for service and shall be deemed served, in the case of courier delivery, on the date of confirmed delivery, in the case of postal notice within the UK, on the expiry of 24 hours from time of posting or, in the case of e-mail, at the time of transmission provided that an error free transmission report or e-mail confirmatory receipt is obtained by the

The provisions of clause 15.1 shall not apply to the service of any proceedings or other documents in any legal

16. TERMINATION

Without prejudice to clause 6.4, Feritech Global Ltd shall be entitled to cancel all Order Confirmations with the Customer and to close its account with the Customer in the following circumstances:

if a petition is presented for the winding up, administration or bankruptcy of the Customer, if the Customer has a receiver appointed in respect of its assets or any other insolvency proceedings are commenced by or against

if any distress or execution is levied upon the Customer, its property or

if the Customer ceases or threatens to cease to carry on

if Feritech Global Ltd reasonably apprehends that any of the events mentioned in clauses 16.1.1 to 16.1.3 are about to occur in relation to the Customer and notifies the Customer

without incurring any liability for any loss or damage caused to the Customer and without prejudice to Feritech Global Ltd’s rights to payment under clause 6.

17. THIRD PARTY RIGHTS

No person who is not a party to the Conditions shall have any right to enforce these terms.

18. GENERAL

If any provisions of these Conditions are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected

These Conditions shall be governed by and construed in accordance with English law and all disputes hereunder shall be submitted to the non- exclusive jurisdiction of the English

This agreement, the Order Confirmation and any assumptions contained within Feritech Global Ltd’s original Quote or Proposal Document constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject

SCHEDULE 1

SERVICES SCHEDULE

1 SUPPLY OF SERVICES

Feritech Global Ltd shall provide the Services to the Customer in accordance with the details of the Services as set out in the Order Confirmation in all material respects.

Feritech Global Ltd shall use all reasonable endeavors to meet any performance dates for the Services specified in the Order Confirmation but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

Feritech Global Ltd shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Feritech Global Ltd shall notify the Customer in any such event.

Feritech Global Ltd warrants to the Customer that the Services will be provided using reasonable care and skill.

2 CUSTOMERS OBLIGATIONS

2.1. The Customer shall:

2.1.1. ensure that the terms of the Order Confirmation, Quote or Proposal Document are complete and accurate.

2.1.2. co-operate with Feritech Global Ltd in all matters relating to the Services.

2.1.3. provide Feritech Global Ltd, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Feritech Global Ltd to provide the Services.

2.1.4. provide Feritech Global Ltd with such information and materials as Feritech Global Ltd may reasonably require supplying the Services and ensure that such information is accurate in all material respects.

2.1.5. prepare the Customer’s premises for the supply of the Services.

2.1.6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.

2.1.7. keep and maintain all materials, equipment, documents and other property of Feritech Global Ltd (Materials) at the Customer’s premises in safe custody at its own risk, maintain the Materials in good condition until returned to Feritech Global Ltd, and not dispose of or use the Materials other than in accordance with Feritech Global Ltd’s written instructions or authorisation.

2.2. If Feritech Global Ltd’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

2.3. Feritech Global Ltd shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Feritech Global Ltd’s performance of any of its obligations;

2.4. Feritech Global Ltd shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Feritech Global Ltd’s failure or delay to perform any of its obligations as set out in this clause 2.1; and

2.5. The Customer shall reimburse Feritech Global Ltd on written demand for any costs or losses sustained or incurred by Feritech Global Ltd arising directly or indirectly from the Customer Default.

INTELLUCTUAL PROPERTY RIGHTS

3.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Feritech Global Ltd.

3.2. The Customer acknowledges that, in respect of any third-party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on Feritech Global Ltd obtaining a written licence from the relevant licensor on such terms as will entitle Feritech Global Ltd to license such rights to the Customer.

All Materials in or arising out of or in connection with the Services are the exclusive property of Feritech Global Ltd. exclusive property of Feritech Global Ltd.

FERITECH GLOBAL LIMITED

TERMS AND CONDITIONS FOR EQUIPMENT & PERSONNEL HIRE

Please read this document carefully as all equipment hired by Feritech Global Limited will be supplied subject to these terms and conditions.

INTERPRETATION

The following definitions and rules of interpretation apply in these terms and

“Business Day”	a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Commencement Date”	the date that Feritech Global sends the Equipment out for delivery to the Customer.
“Customer”	the body corporate who hires the Equipment from Feritech Global.
“Delivery”	the transfer of physical possession of the Equipment to the Customer at the Customer’s delivery address set out in the Order Confirmation.
“Equipment”	the items of equipment set out in the Order Confirmation including all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.
“Feritech Global”	means Feritech Global Limited incorporated and registered in England and Wales with company number 9746904 whose place of business is 3 Leo Cub Industrial Centre, Kernick Road, Penryn, Cornwall, TR10 9DQ and the supplier of the Equipment.
“Order Confirmation”	Feritech Global’s standard document provided to the Customer which describes the Equipment to be provided to the Customer.
“Quote”	Feritech Global’s standard document provided to the Customer which describes the Equipment to be provided to the Customer.
“Rental Payments”	the payments made by or on behalf of the Customer to Feritech Global for hire of the Equipment.
“Rental Period”	the period of hire as set out in clause 3.
“Sample”	any sample of materials collected by the Customer using the Sampling Equipment
“Sampling Equipment”	the items of the Equipment which facilitate the collection of geotechnical samples, including but not limited to, sediment samples and sea floor grab samples.
“Total Loss”	due to the Customer’s default the Equipment is, in Feritech Global’s reasonable opinion, damaged beyond repair, lost, stolen, seized or confiscated.
“VAT”	value added tax chargeable under the Value Added Tax Act 1994.

Clause, schedule and paragraph headings shall not affect the interpretation of these terms and

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted

The schedules, Quote and/or Order Confirmation form part of these terms and conditions and shall have effect as if set out in full in the body of these terms and conditions and any reference to these terms and conditions includes the schedules, Quote and/or Order

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

Unless the context otherwise requires, words in the singular shall include the plural and vice

Unless the context otherwise requires, a reference to one gender shall include a reference to the other

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to

A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory A reference to writing or written includes fax and e-mail. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

References to clauses and schedules are to the clauses and schedules of this terms and

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those

EQUIPMENT HIRE

Customers/clients must abide by Feritech Global terms and conditions.

Feritech Global shall hire the Equipment to the Customer subject to these terms and

Feritech Global shall provide personnel with overalls, boots and glove, the Customer shall be responsible for providing personnel with all other personal protective equipment as required.

During the rental period an allowance of 10% of the total time hired shall be allowable for Equipment maintenance, repair and servicing. This does not affect the chargeable time and is part of the rental agreement.

Feritech Global shall not, other than in the exercise of its rights under these terms and conditions or applicable law, interfere with the Customer’s quiet possession of the

The Customer may from time-to-time place orders for hire of Equipment with Feritech Global by way of e-mail or

No order request submitted by the Customer to Feritech Global shall be deemed to be accepted by Feritech Global unless and until confirmed in writing to the Customer by Feritech Global in Feritech Global’s form of Order

Details set out in the Order Confirmation take precedence over details set out in a Quote provided by Feritech Global to the

No Order Confirmation may be altered or cancelled without the prior agreement of Feritech

If a customer wishes to cancel their Order Confirmation for “Equipment” hire a cancellation fee will apply. The Customer will have to pay Feritech Global the equivalent fee of 14 days of “Equipment” hire and any lump sum fees set out in the Quote or Order

There is a minimum “Equipment” hire charge of £1,000 unless otherwise stated in the Order Confirmation. This does not include delivery costs or any applicable

RENTAL PERIOD

The Rental Period starts on the Commencement Date and shall continue until the Equipment is returned to Feritech Global’s premises, details of which are set out in the Quote and/or Order

RENTAL PAYMENTS

Feritech Global shall invoice the Customer on the 14^th and 28^th of every month or as deemed necessary. Payment should be made not more than 30 days from the date of invoice or as noted on the quotation/order confirmation. We reserve the right to request payment for items prior to dispatch.

The Customer shall pay the Rental Payments to Feritech Global in accordance with the payment schedule in section 4.1 or as per order confirmation. The Rental Payments shall be paid in GBP upon receipt of invoice and shall be made by

The Rental Payments are inclusive of VAT, delivery charges, and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by

All amounts due under these terms and conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

If the Customer wishes to dispute any invoice raised (in whole or in part) by Feritech Global, the Customer shall inform Feritech Global of the dispute within 5 working days of receipt of the

If the Customer fails to make any payment due to Feritech Global under this terms and conditions by the due date for payment, then, without limiting Feritech Global’s remedies under clause 10, the Customer shall pay interest on the overdue amount at the rate of 8% per annum above The Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue

DELIVERY

Delivery of the Equipment shall be made by Feritech Global, or a third party authorised by Feritech Global upon receipt of payment of invoice. Feritech Global shall use all reasonable endeavors to effect Delivery by the date set out in the Order Confirmation. Time for Delivery is not of the essence. Title and risk shall transfer in accordance with clause 6 of these terms and Where Feritech Global is not able to effect Delivery by the date set out in the Order Confirmation, Feritech Global shall not be liable for any losses incurred as a result of the delay.

The Customer shall procure that a duly authorised representative of the Customer shall be present at the Delivery of the Equipment. Acceptance of Delivery by such representative shall constitute conclusive evidence that the Customer has examined the Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended. If required by Feritech Global, the Customer’s duly authorised representative shall sign a receipt confirming such

To facilitate Delivery, the Customer shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery to be carried out safely and

If any item of the Equipment is missing from the Delivery, Feritech Global shall use reasonable endeavors to deliver the missing item(s) to the Customer as soon as practicable. Feritech Global shall not be liable for any losses or costs incurred by the Customer as a result of the delay in receiving the missing items from the

TITLE, RISK AND INSURANCE

The Equipment shall at all times remain the property of Feritech Global, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to these terms and

The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on the Commencement Date. The Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Customer (Risk Period) until such time as the Equipment is redelivered to Feritech Global. From the Commencement Date onwards and during the Rental Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:

insurance of the Equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as Feritech Global may from time to time nominate in

insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as Feritech Global may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and

insurance against such other or further risks relating to the Equipment as may be required by law, together with such other insurance as Feritech Global may from time to time consider reasonably necessary and advise to the

All insurance policies procured by the Customer shall be endorsed to provide Feritech Global with at least 20 Business Days’ prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon Feritech Global’s request name Feritech Global on the policies as a loss payee in relation to any claim relating to the Equipment. The Customer shall be responsible for paying any deductibles due on any claims under such insurance

The Customer shall give written notice to Feritech Global within 5 Business Days in the event of any loss, accident or damage to the “Equipment” arising out of or in connection with the Customer’s possession or use of the “Equipment”. Any damage to the “Equipment” will be charged if the “Equipment” must be withdrawn from hire, the hire rate will continue until the “Equipment” is repaired or settlement of replacement value is received in full.

If the Customer fails to effect or maintain any of the insurances required under the Conditions, Feritech Global shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the

The Customer shall, on demand, supply copies of the relevant insurance policies or other insurance confirmation acceptable to Feritech Global and proof of premium payment to Feritech Global to confirm the insurance

CUSTOMERS RESPONSIBILITIES

The Customer shall during the term of these terms and conditions:

ensure that the Equipment is kept and operated in a suitable environment used only for the purposes for which it is designed and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by Feritech

take such steps (including compliance with all safety and usage instructions provided by Feritech Global) as may be necessary to ensure, so far as is reasonably practicable, that the Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at

ensure over the Rental Period the Equipment is given at least 1.5 hours of maintenance and downtime for every 12 hours the Equipment is operational. Maintenance and downtime shall be scheduled at the discretion of Feritech Global personnel and maintenance and downtime may be scheduled in one block period or on a periodic basis as Feritech Global personnel see

maintain at its own expense the Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the Commencement Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the

make no alteration to the Equipment and shall not remove any existing component(s) from the Equipment without the prior written consent of Feritech Global. Title and property in all substitutions, replacements, renewals made in or to the Equipment shall vest in Feritech Global immediately upon

keep Feritech Global fully informed of all material matters relating to the

at all times keep the Equipment in the possession or control of the Customer and keep Feritech Global informed of its location.

permit Feritech Global or its duly authorised representative to inspect the Equipment at all reasonable times and for such purpose to enter any premises at which the Equipment may be located and shall grant reasonable access and facilities for such
maintain operating and maintenance records of the Equipment and make copies of such records readily available to Feritech Global, together with such additional information as Feritech Global may reasonably

not, without the prior written consent of Feritech Global, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of

not without the prior written consent of Feritech Global, attach the Equipment to any land, building or vessel so as to cause the Equipment to become a permanent or immovable fixture on such land, building or vessel. If the Equipment does become affixed to any land, building or vessel then the Equipment must be capable of being removed without material injury to such land, building or vessel and the Customer shall repair and make good any damage caused by the affixation or removal of the Equipment from any land, building or vessel and indemnify Feritech Global against all losses, costs or expenses incurred as a result of such affixation or removal;

not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of Feritech Global in the Equipment and, where the Equipment has become affixed to any land, building or vessel, the Customer must take all necessary steps to ensure that Feritech Global may enter such land, building or vessel and recover the Equipment both during the term of these terms and conditions and for a reasonable period thereafter, including by procuring from any person having an interest in such land, building or vessel, a waiver in writing and in favour of Feritech Global of any rights such person may have or acquire in the Equipment and a right for Feritech Global to enter onto such land, building or vessel to remove the Equipment;

not suffer or permit the Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Equipment is so confiscated, seized or taken, the Customer shall notify Feritech Global and the Customer shall at its sole expense use its best endeavor’s to procure an immediate release of the Equipment and shall indemnify Feritech Global on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

not use the Equipment for any unlawful

ensure that suitable data and telephony communication systems are installed and maintained in good working order at the Customer’s expense on any vessel supplied Feritech Global in accordance with the Order

ensure that at all times the Equipment remains identifiable as being Feritech Global’s property and wherever possible shall ensure that a visible sign to that effect is attached to the

deliver up the Equipment at the end of the Rental Period or on earlier termination of these terms and conditions at such address as Feritech Global requires, or if necessary, allow Feritech Global or its representatives access to any premises where the Equipment is located for the purpose of removing the Equipment; and
not do or permit to be done anything which could invalidate the insurances referred to in clause

The Customer acknowledges that Feritech Global shall not be responsible for any loss of or damage to the Equipment arising out of or in connection with any negligence, misuse, mishandling of the Equipment or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify Feritech Global on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with these terms and

WARRANTY

Feritech Global warrants that the Equipment shall be of satisfactory quality and fit for any purpose held out by Feritech Global during the Rental Period. Feritech Global shall use all reasonable endeavors to remedy, free of charge, any material defect in the Equipment which manifests itself within the Rental Period provided that:

the Customer notifies Feritech Global of any defect in writing within 5 Business Days of the defect

Feritech Global is permitted to make a full examination of the alleged

the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation by any person other than Feritech Global’s authorised personnel; the defect did not arise out of any information, design or any other assistance supplied or furnished by the Customer or on its behalf; and

the defect is directly attributable to defective material, workmanship or

Insofar as the Equipment comprises or contains equipment or components which were not manufactured or produced by Feritech Global, the Customer shall be entitled only to such warranty or other benefit as the Customer has received from the

If Feritech Global fails to remedy any material defect in the Equipment in accordance with clause 1, Feritech Global shall, at the Customer’s request, accept the return of part or all of the Equipment and make an appropriate reduction to the Rental Payments payable during the remaining term of these terms and conditions (such reduction to be agreed by Feritech Global). Feritech Global shall not be liable for any further costs in addition to any appropriate reduction in the Rental Payment, which is agreed, as a result of any material defects in the Equipment.

LIABILITY

Feritech Global makes no warranty or guarantee as to the quality, volume or length of the Sample collected by the Customer using the Sampling Equipment. The Customer acknowledges that Feritech Global shall bear no responsibility for the Sample collected using the Sampling Equipment.

Without prejudice to clause 2, Feritech Global’s maximum aggregate liability for breach of these terms and conditions (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the total amount of the Rental Payments to be paid by the Customer to Feritech Global under these terms and conditions.

Nothing in these terms and conditions shall exclude or in any way limit:

either party’s liability for death or personal injury caused by its own

either party’s liability for fraud or fraudulent misrepresentation; or

any other liability which cannot be excluded by

These terms and conditions set forth the full extent of Feritech Global’s obligations and liabilities in respect of the Equipment and its hiring to the Customer. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on Feritech Global except as specifically stated in these terms and conditions. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within these terms and conditions, whether by statute, common law or otherwise, is expressly

Without prejudice to clause 2, Feritech Global shall not be liable under these terms and conditions for any:

loss of

loss of

loss of

loss of business; or

indirect or consequential loss or damage, in each case, however caused, even if foreseeable.

TERMINATION

Without affecting any other right or remedy available to it, Feritech Global may terminate these terms and conditions with immediate effect by giving notice to the Customer if:

the Customer fails to pay any amount due under these terms and conditions on the due date for

the Customer commits a material breach of any other term of these terms and conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified to do

the Customer repeatedly breaches any of the terms of these terms and conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these terms and The Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors

a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company).

an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer (being a company).

the holder of a qualifying floating charge over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative

a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer.

a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer’s assets and such attachment or process is not discharged within 14

any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 1.4 to clause 10.1.10 (inclusive); or the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

For the purposes of clause 1.2, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which Feritech Global would otherwise derive from:

a substantial portion of these terms and conditions; or

any of the obligations set out in clause 7, over the term of these terms and conditions. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

This Terms and conditions shall automatically terminate if a Total Loss occurs in relation to the

CONSEQUENCES OF TERMINATION

Upon termination of these terms and conditions, however caused:

Feritech Global’s consent to the Customers possession of the Equipment shall terminate and Feritech Global may, by its authorised representatives, without notice and at the Customer’s expense, retake possession of the Equipment and for this purpose may enter any premises at which the Equipment is located; and

without prejudice to any other rights or remedies of the Customer, the Customer shall pay to Feritech Global on demand:

all Rental Payments and other sums due but unpaid at the date of such demand together with any interest accrued pursuant to clause 5;
any costs and expenses incurred by the Lessor in recovering the Equipment and/or in collecting any sums due under these terms and conditions (including any storage, insurance, repair, transport, legal and remarketing costs).

Upon termination of these terms and conditions pursuant to clause 1, any other repudiation of these terms and conditions by the Customer which is accepted by Feritech Global or pursuant to clause 10.3, without prejudice to any other rights or remedies of Feritech Global, the Customer shall pay to Feritech Global on demand a sum equal to the whole of the Rental Payments that would (but for the termination) have been payable if the terms and conditions had continued from the date of such demand to the end of the Rental Period.

The sums payable pursuant to clause 2 shall be agreed compensation for Feritech Global’s loss and shall be payable in addition to the sums payable pursuant to clause 11.1.2. Such sums may be partly or wholly recovered from any Deposit.

Termination or expiry of these terms and conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these terms and conditions which existed at or before the date of termination or

FORCE MAJEURE

Neither party shall be in breach of these terms and conditions nor liable for delay in performing, or failure to perform, any of its obligations under these terms and conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate these terms and conditions by giving 5 Business Days written notice to the affected party.

CONFIDENTIAL INFORMATION

Each party undertakes that it shall not at any time during these terms and conditions, and for a period of five years after termination of these terms and conditions, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 2.

Each party may disclose the other party’s confidential information:

to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under these terms and conditions. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 13; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory

No party shall use any other party’s confidential information for any purpose other than to perform its obligations under these terms and

ASSIGNMENT AND OTHER DEALINGS

These terms and conditions are personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these terms and conditions.

ENTIRE AGREEMENT

These terms and conditions constitute the entire Agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject

Each party acknowledges that in entering into these terms and conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and

Nothing in this clause shall limit or exclude any liability for

VARIATION

No variation of these terms and conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

NO PARTNERSHIP OR AGENCY

Nothing in these terms and conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other

Each party confirms it is acting on its own behalf and not for the benefit of any other

FURTHER ASSURANCE

Each party shall and shall use all reasonable endeavors to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these terms and conditions.

THIRD PARTY RIGHTS

No one other than a party to these terms and conditions, their successors and permitted assignees, shall have any right to enforce any of its terms.

NOTICES

Any notice given to a party under or in connection with these terms and conditions shall be in writing and shall be:

delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

sent by fax to its main fax number; or

sent by email to its main email

A notice shall be deemed to have been received:

if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper

if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery

if sent by fax, at 9.00 am on the next Business Day after

if sent by email, at 9.00am on the next Business Day from the day on which the sender can demonstrate the email was received by the other

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute

WAIVER

No failure or delay by a party to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

RIGHTS AND REMEDIES

Except as expressly provided in these terms and conditions, the rights and remedies provided under these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

SEVERANCE

If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms and

GOVERNING LAW

These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or its subject matter or formation (including non-contractual disputes or claims

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