Seaward Group USA Terms and Conditions of Sale
These are the legal terms and conditions (Terms) on which Seaward Group USA (company number 01674384) registered in 6304 Benjamin Road, Suite 506, Tampa, FL 33634, United States (Seller), supplies
goods (Goods) and/or repair, calibration and other services (Services) to you (Purchaser).
All quotations, contracts and goods and/or services supplied by the Seller are governed by these
Terms unless otherwise stated by the Seller in writing.
- Basis of contract
- Quotations may be requested from the Seller by the Purchaser using the Seller's
website, by telephone or by email. Any quotation given by the Seller shall not
constitute an offer and is only valid for thirty (30) days from its date of issue.
- Where the Purchaser accepts the Seller's quotation, it must place an order with
the Seller by contacting the Seller directly (Order). There shall be no contract
between, or obligations on, either party until a valid order confirmation has been
issued in writing (including via email) by the Seller to the Purchaser (Order
Confirmation), at which point the contract between the Seller and the Purchaser
shall come into existence (Contract).
- These Terms apply to the Contract to the exclusion of any other terms that the
Purchaser seeks to impose or incorporate, or which are implied by trade, customer
practice or course of dealing. No variation of these Terms shall be binding on the
Seller unless and until the variation has been accepted in writing by a duly
authorised person on behalf of the Seller.
- The Contract and the documents referred to in it constitute the entire agreement
between the parties. The Purchaser acknowledges that it has not relied on any
statement, promise, representation, assurance or warranty made or given by or on
behalf of the Seller that is not set out in the Contract.
- Price and Delivery
- The Goods are as described on the Seller's website from time to time.
- The Supplier shall deliver the Goods to the location set out in the Order or such
other location as the parties may agree (Delivery Location) at any time after the
Seller notifies the Customer that the Goods are ready. Delivery of the Goods shall
be completed at the Good's arrival at the Delivery Location.
- All prices for Goods and Services provided under these Terms are exclusive of VAT.
- Unless otherwise agreed, delivery will be ex-works and the Goods will be packed to
the Seller's normal specifications in non-returnable packing. Carriage will be
arranged at the request and at the sole expense of the Purchaser.
- Where applicable, delivery charges will be added to the price of the Goods and
detailed in the Order Confirmation.
- Any delivery estimates quoted by the Seller is an estimate only and will commence
from the date of the Order Confirmation. Provided the Seller takes all reasonable
steps to deliver the Goods at the time stated, the Seller shall not be liable to the
Purchaser for failure to do so and time shall not be of the essence.
- The Seller, at its sole discretion, reserves the right to deliver Goods in more than
one consignment and to invoice the Purchaser separately for each consignment. Each
consignment shall constitute a separate Contract and any delay in delivery or defect
in a consignment shall not entitle the Purchaser to cancel any other consignment.
- Purchasers based outside the UK are responsible, at their own expense, for obtaining
any import licence or other legal documentation required in the country for which
the Goods are destined. The Seller is responsible for seeking any export licence
from the UK that may be necessary unless the Purchaser's office, from which the
order is issued, is situated in the UK.
- Unless stated otherwise, all contracts for the export of Goods from the UK shall be
in accordance with INCOTERMS 2010 or the latest version of that publication which is
in force at the date that the relevant contract is entered into by the parties to
- Claims for incorrect or non-delivery of Goods must be made in writing to the Seller
within ten (10) working days of the receipt by the Purchaser of the Goods. Claims
must be accompanied by the original packing note for incorrectly delivered Goods.
All claims covering the operability of the Goods will be covered by the
manufacturing guarantee set out at clause 7 below.
- The Seller reserves the right to refuse to accept claims that are not received at
the Seller's offices within the times or under the conditions set out above.
- Title and Risk
- The risk in the Goods shall pass to the Purchaser once the Goods have left the
Seller's premises for delivery to the Purchaser (unless otherwise agreed in
writing with the Seller).
- Title to the Goods shall not pass to the Purchaser until the Seller receives payment
in full for the Goods.
- Until title to the Goods has passed to the Purchaser, the Purchaser shall:
- store the Goods separately from all other Goods held by the Purchaser so
that they remain readily identifiable as the Seller's property;
- not remove, deface or obscure any identifying mark (including the
trade name or any serial number) or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against
all risks for their full price on the Seller's behalf from the date of
- Prior to title to the Goods passing to the Purchaser, the Seller may at any time
require the Purchaser to deliver up the Goods in its possession and, if the
Purchaser fails to do so promptly, the Seller may at any time enter the
premises to recover Goods.
- Supply of Services and Software
- The Seller warrants to the Purchaser that the Services will be provided using
reasonable skill and care.
- The Seller shall use reasonable endeavours to meet any performance dates for the
Services set out in the Order Confirmation, but such dates shall be estimates only
and time shall not be of the essence.
- Any Software supplied by the Seller to the Purchaser shall be governed by the terms
of the Seller's software licence, a copy of which is available on the
- The Seller shall invoice the Purchaser at any time before, on or after delivery of
the Goods or performance of the Services.
- When the Seller is delivering Goods and/or providing Services within the UK payment
shall be due from the Purchaser 30 (thirty) days following the date of the
invoice except where the Seller stipulates "cash with order" or "cash
on delivery" terms. Time for payment shall be of the essence.
- In the case of Goods exported outside of the UK, payment shall be made by the
Purchaser in British pounds sterling (£) before the despatch of any Goods
takes place. Alternatively, the Purchaser shall provide an irrevocable letter of
credit confirmed by a London clearing bank to be established in favour of the Seller
and have an initial validity equal to the delivery period plus one month. The letter
of credit shall permit part shipment and provide for the release of 100% of the
contract value of each shipment. No liability to deliver Goods shall arise before
the Seller is in receipt of a satisfactory letter of credit, and time for payment
shall be of the essence.
- The Seller reserves the right to suspend deliveries where payment for any Order
related or otherwise has not been made on the due date and remains outstanding.
- Description and data
- The Seller shall ensure that, at the time the Goods leave the Seller's premises
for delivery to the Purchaser, the Goods conform in all material respects with their
- Where the Seller is the manufacturer of the Goods, the Seller reserves the right to
discontinue or to make design changes to the Goods, provided always that such design
changes shall not lower the performance of the Goods, affect their mechanical
interchange ability or result in a price increase to the Purchaser.
- In the case of Third Party Goods, the Seller shall ensure that, at the time the
Goods leave the Seller's premises for delivery to the Purchaser, the Goods
supplied conform to the manufacturer's current specification and finish.
- Subject to clause 12.1, the Seller shall use reasonable endeavours to ensure the
accuracy of technical data or literature relating to the Goods, but the Seller (so
far as permitted by law) accepts no liability in contract, tort or otherwise for any
damage or injury arising directly or indirectly from any error or omission in such
technical data or literature.
- Unless otherwise stated, electrical ratings represent safe working limits.
Dimensions and other physical characteristics are subject to normal commercial
tolerance. The Purchaser shall be responsible for ensuring the fitness of the
product for the Purchaser's chosen application.
- Any samples, drawings, descriptions of the Goods or Services or advertising issued
by the Seller or placed on the Seller's website are issued or published for the
sole purpose of giving an appropriate idea of the Services/Goods. They shall not
form part of the Contract or have any contractual force.
- Manufacturing Guarantee
- Subject to clause 8 below, Goods manufactured by the Seller are governed by the
terms and conditions set out in the Seller's manufacturing guarantee
(Manufacturing Guarantee). A copy of the Manufacturing Guarantee can be found here.
- Third Party Manufactured Goods
- Where the Purchaser's Order includes an order for Goods manufactured by a party
other than the Seller (Third Party Goods), the Seller's liability, whether in
contract, tort, or otherwise, for such Goods, shall not exceed the Seller's own
liability under the terms of any agreement that the Seller has entered into with
such third party.
- The benefits of the guarantee or warranty attaching to the Third Party Goods or
Software shall be passed on to the Purchaser and the Seller's Manufacturing
Guarantee shall not apply.
- By agreeing to purchase Goods from the Seller, the Purchaser agrees to comply with
the terms of any licence granted to the Seller relating to the Goods to be
purchased. The Purchaser agrees to indemnify and keep indemnified the Seller against
any claim made by the relevant licensor against the Seller as a result of any act or
omission on the part of the Purchaser.
- Details of the warranty, guarantee or licence relating to the Third Party Goods (if
any) is available on request from the Seller.
- Force Majeure
- The Seller shall have no liability in respect of any failure to deliver or delay in
delivering any Goods, providing Services or performing any obligations under these
Terms due to any event beyond its reasonable control. Such events include, but are
not limited to, strikes, lock-outs or other industrial disputes (whether involving
the workforce of the Seller or any other party), failure of a utility service or
transport 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 subcontractors.
- Where an event under clause 9.1 above occurs, and the Purchaser has made whole or
part payment for the supply of Goods and/or Services and the manufacture of such
Goods has commenced, the Seller may give seven (7) days' to the Purchaser to
terminate under these Terms. The Seller shall be entitled to deduct reasonable
expenses from payments already received from the Purchaser. The balance of any
monies shall be returned to the Purchaser.
- Price Variation
- The Seller reserves the right to increase the price of the Goods and/or Services to
be supplied to the Purchaser:
- in proportion to any increased costs (including but not limited to increased
exchange rates and taxes) incurred by the Seller from the date of the
Order Confirmation up to and including the date of the delivery of the Goods
or the supply of the Services; or
- where the increase is due to any fault or default of the Purchaser,
including but not limited to cancellation by the Purchaser of part of any
- Storage of Goods
- Where delivery of Goods is delayed due to the fault or default of the Purchaser or
the Purchaser's agents or subcontractors, storage and all associated costs will
be charged to, and be payable by, the Purchaser.
- The Goods shall remain at the Purchaser's risk (but title shall not pass) from
the date of the delay. The Seller reserves the right to invoice the Goods at the
original delivery date, which shall also be the date of commencement of the relevant
guarantee (as set out at clause 7 and 8 above).
- Limitation of Liability
- Nothing in these Terms shall limit or exclude the Seller's liability for death
or personal injury caused by its negligence or the negligence of its employees,
agents or subcontractors, fraud or fraudulent misrepresentation, breach of the terms
implied by section 2 of the Supply of Goods and Services Act 1982, breach of the
terms implied by section 12 of the Sale of Goods Act 1979 or defective products
under the Consumer Protection Act 1987.
- Subject to clause 12.1 above, the Seller shall under no circumstances whatever be
liable to the Purchaser, whether in contract, tort (including negligence), breach of
statutory duty or otherwise, for:
suffered or incurred by the Purchaser under or in connection with these Terms.
- any loss of profit;
- any indirect loss;
- any consequential loss; or
- any loss of data,
- The Seller's total liability to the Purchaser in respect of all losses arising
under or in connection with these Terms, however so arising, shall in no
circumstances exceed the Contract price.
- 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 Contract.
- Intellectual Property Rights
- All intellectual property rights in or arising out of or in connection with the
supply of the Goods and or Services shall be owned by the Seller or its licensors.
- The Purchaser acknowledges that, in respect of any third party intellectual property
rights in the Goods or Services, including Software downloads, the Purchaser's
use of any such intellectual property rights is conditional on the Seller obtaining
a written licence from the relevant licensor on such terms as will entitle the
Seller to license such rights to the Purchaser.
- The Purchaser shall indemnify and keep indemnified the Seller against all royalties,
demands, proceedings, losses and costs in connection with any infringement or
alleged infringements of any third party patent, registered design or other
industrial property right in the manufacture, sale or application of the Goods.
- Cancellation and Returned Goods
- Cancellation will not be accepted for any Goods designed specifically for the
- The Seller shall only accept the return of Goods without its previous consent in
relation to those Goods covered by the Manufacturing Guarantee referred to at clause
- Other than under the Manufacturing Guarantee referred to in clause 7, if the Seller
agrees to accept the return of Goods, those Goods must be returned at the
sole expense. All Goods returned by the Purchaser shall be returned to the Seller in
the condition that they were originally delivered to the Purchaser. If Goods are
tested by the Seller they will be subject to a minimum charge equivalent to 15% of
the invoice price (exclusive of VAT), which shall be paid by the Purchaser.
- If the Seller agrees to cancel an Order or part of an Order relating to items not
specifically designed for the Purchaser, a minimum charge equivalent to 20% of the
total Order price (exclusive of VAT) shall be paid by the Purchaser.
- Without limiting its other rights or remedies the Seller may terminate the Contract
by giving the Purchaser not less than seven (7) days' written notice.
- Without limiting its other rights or remedies, the Seller may terminate the Contract
with immediate effect by giving written notice to the Purchaser if:
- the Purchaser commits a material breach of any of these Terms and (if such a
breach is remediable) fails to remedy that breach within fourteen (14) days
of receipt of notice in writing to do so; or
- any action, proceedings, procedure or step is taken for the winding up,
dissolution, administration or reorganisation of the Purchaser; or
- any action, proceedings, procedure or step is taken to appoint a liquidator,
receiver, administrative receiver, administrator, compulsory manager or
other similar office in respect of the Purchaser or any of its assets.
- If any provision or part-provision of the Contract 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.
- Third parties
- Any person who is not a party to the Contract shall not have any right to enforce
- Governing law and jurisdiction
- The Contract and any dispute arising out of or in connection with it, or its subject
matter or formation, shall be governed by and construed in accordance with the laws
of England and Wales.
- The Seller and the Purchaser irrevocably agree that the courts of England and Wales
shall have exclusive jurisdiction to settle any dispute or claim arising out of or
in connection with the Contract or its subject matter or formation.