These Terms of Business apply to all work undertaken and facilities or goods supplied on or after September 2004 to the exclusion of all other terms and conditions which the customer may purport to apply.

1. LIABILITY

A. We shall not be liable for any loss of damage caused by any events or circumstances beyond our reasonable control (such as extreme weather conditions, the actions of third parties not employed by us or latent defects); this includes without limitation loss or damage to vessels, gear, equipment or other goods left with us for repair or storage, and harm to persons entering the premises and/or using facilities or equipment; customers should ensure that their own personal and property insurance covers such risks.

B. Customers may themselves be liable for any loss or damage caused by them, their crew or their vessels. Any vessel, gear, equipment or other goods are left with us at the customer's own risk; the customer should maintain adequate insurance which should also cover third party liability of at least £1,000,000.

2. PRICES AND ESTIMATES

A. In the absence of express agreement to the contrary our price for work shall be based on time and materials expended and services provided.

B. When we give an estimate or indication of price - in writing or orally - we will exercise reasonable skill and judgment in doing so. Such estimates are subject always to the accuracy of information provided by the customer and are usually based only on a superficial examination and will not include the cost of any additional repairs or work found necessary to the vessel and/or gear or equipment during the work nor the cost of any extensions to the work comprised in the estimate.

C. We will inform the customer promptly of any proposed increase in estimated prices and the reasons therefore and will only proceed with the work with the approval of the customer. In those circumstances the customer's liability for any work already completed or goods already supplied or to be supplied shall be unaffected.

D. Quotations/estimates cover only the work and/or items specified thereon, and all additions, alterations, waiting time and any additional costs due to modified instructions will be charged to the customer at ruling prices. If in the course of executing any work, we find any defect in a vessel and/or its gear that in our opinion should be rectified without delay, and therefore before the owner’s consent can be obtained, we reserve the right to carry out such necessary repair at our discretion and to charge same to the owner. Notice of any such rectification will be forwarded to the owner forthwith.

3. DELAYS

The time for completion of our work is given in good faith but is not guaranteed. We shall not be responsible for any delay howsoever caused in completion of the work or for the consequences of any such delay unless it arises from our wilful acts or omissions or from our negligence.

4. VESSEL MOVEMENTS

We reserve the right to move any vessel, gear, equipment or other goods at our discretion for reasons of safety or good management.

5. PAYMENT

A. Unless otherwise agreed in writing the price of all work, goods and services shall be due immediately from the date of the invoice and time of payment of the price shall be of the essence of the contract between us and the customer.

B. Unless otherwise specified our terms of payment for goods supplied, work done or storage provided are net in 14 days from the date of the invoice or before removal of the vessel or goods, whichever shall be the earlier. If the vessel or goods are not removed within 14 days from the date of the invoice, we shall have the right thereafter to make reasonable mooring or storage charges.

C. Pending receipt of payments in full without set off or deduction we reserve the right to charge interest on any sums outstanding (both before or after any judgment) after 30 days at 4% over Royal Bank of Scotland plc base rate.

D. We have the right to retain a vessel, its gear and equipment and any other goods on which we have worked or in respect of which we have provided services pending payment in full of all sums due to us in respect of the provision of any such work or services. During any such period of retention we reserve the right to continue to charge for storage, hard standing or berthing at our usual commercial rates for which the customer shall be additionally liable. Title to any replacement equipment or spare parts supplied by us shall remain with us until payment in full of all sums outstanding are paid by the customer to us.

6. WARRANTIES AND LIABILITY

A. Nothing in these terms affects the statutory rights of any customer who contracts with us as a consumer.

B. We hereby warrant to the customer that the work will be carried out using reasonable skill and care. Where we supply in connection with our work materials or parts, these will be provided by a third party, we do not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall where possible pass on the benefit of any warranty, guarantee or indemnity given by the manufacturer of the of the material or parts in question. Except in respect of death or personal injury caused by our negligence or, as expressly provided in these terms of business, we shall not be liable to the customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law or otherwise for any loss of profit or any indirect, special or consequential loss, damage, costs or expenses or other claims which arise out of the provision of the work by us to the customer.

C. Where we supply goods or services to a customer in the course of his business:

1. No article supplied by us to a business customer shall carry any express or implied term as to its quality or its fitness for any particular purpose unless prior to the supply the customer has sufficiently explained the purpose for which it is required and made it clear that he is relying on our skill and judgment.

2. No proprietary article specified by name, size or type by a business customer shall carry any such express or implied term but we will assign to the customer any rights we may have against the manufacturer or importer of that article.

3. In no event do we accept liability to a business customer for consequential damage beyond replacement of any faulty or unsuitable article supplied by us.

7. QUALITY STANDARDS

We shall exercise all reasonable skill and care in carrying out work for the customer.

8. ACCESS TO PREMISES/WORK ON THE VESSEL

A. Subject to paragraph B of this Clause no work shall be done on the vessel, gear, equipment or other goods while on our premises without our prior written consent other than minor running repairs or minor maintenance of a routine nature by the customer, his regular crew or members of his family not causing nuisance, or annoyance to any other customer or person residing in the vicinity, nor interfering with our schedule of work, nor involving access to prohibited areas.

B. Prior written consent will not be unreasonably withheld where:
1. The work is of a type for which we would normally employ a specialist sub-contractor; or
2. The work is being carried out under warranty by the manufacturer and/or supplier of the vessel or any part of the equipment to which the warranty relates.

C. Notwithstanding the foregoing, during periods of work by us on the vessel, neither the customer nor his invitees shall have access to the vessel without our prior consent, which consent shall not be unreasonably withheld. In the event of such access being permitted, it will be at the customer's own risk.

9. RIGHT OF RETENTION OR LIEN

A. We shall be entitled to exercise a right of retention or a general lien over all goods and materials of the customer which are in our possession or control from time to time for any sums due at any time whatsoever by the customer to us.

B. In certain other circumstances we may be entitled to have vessels or goods of the customer sold through the Court for non-payment of invoices.

10. SUB-CONTRACTING

We may sub-contract all or part of the work entrusted to us by the customer, on terms that any such sub-contractor shall have the protection and benefit of all rights and conditions, and of all limitations and exclusions of liability, contained in these terms of business.

11. SUPERVENING ILLEGALITY

If any provision of these terms of business is deemed for any reason to be invalid, void or unenforceable in whole or in part, the validity of these terms of business, and the remainder of the provision in question shall nonetheless remain in full force and effect. In such circumstances, we and the customer shall negotiate in good faith in order to agree the terms of a mutually acceptable and satisfactory alternative provision in place of the invalid, void or deleted provision.

12. NOTICES

Notices to a customer shall be deemed to have been sufficiently served if sent by first class post to the customer's last known address. Notices to us should be sent by first class post to our principal trading address.

13. TERMINATION CLAUSE

Without prejudice to any other right or remedy available to us, we shall be entitled to cancel the contract between us and the customer or suspend any further work due under the contract between us and the customer without any liability to the customer, and if work has been carried out but not paid for, the price shall be immediately due and payable notwithstanding any previous agreement or arrangement to the contrary in the event of:-
1. the customer committing a breach of this agreement provided we have notified him of the breach and the breach has not been rectified with 7 days of receipt of such notice; or
2. the customer (being of body corporate) going into liquidation (other than for the purpose of amalgamation or reconstruction) or having a receiver appointed over any of its assets or undertaking or becoming subject to an administration order or any other insolvency proceedings or, (being an individual or partnership) the customer becomes apparently insolvent, bankrupt or grants a trust deed for its creditors or the customer makes any composition with its creditors or ceases or threatens to cease to carry on business.

14. WAIVER

No waiver by us of any breach of these terms of business by the customer shall be construed as a waiver of any subsequent breach of the same or any other provision.

15. LAW

These conditions shall be governed and construed in accordance with the laws of Scotland and the parties submit the non exclusive jurisdiction of the Scottish Courts.

16. DISPUTE RESOLUTION PROCEDURE

Any unresolved dispute shall be settled by reference to an Arbitrator jointly agreed by both parties within 3 months of the dispute being declared irresolvable. If an arbitrator cannot be agreed upon, one shall be appointed by the Chartered Institute of Arbitrators.