Naval ect   JB Marine Consultancy Naval Architect

Standard Terms And Conditions

1. These terms and conditions apply to all contracts undertaken by JB Marine Consultancy except as explicitly modified in a formal proposal or letter signed by JB Marine Consultancy.

2. JB Marine Consultancy will execute a contract at its discretion at the Client’s designated premises, the offices of JB Marine Consultancy, or other locations as appropriate, commensurate with minimising costs, unless specifically stated otherwise.

3. The Client is responsible for providing suitable working accommodation for JB Marine Consultancy staff at the designated location(s) as required, with access during normal working hours (defined as 9.00am to 5.00pm Monday to Friday), and at other times by mutual agreement. The Client is also responsible for indemnifying JB Marine Consultancy against any loss, damage or injury whatsoever sustained to JB Marine Consultancy staff while they are working on the Client premises in any way connected with the execution of the contract.

4. Where a contract is being undertaken on other than a fixed-price basis, fees will be chargeable on an hourly basis at the quoted hourly rate. Fees are chargeable for all time spent on a Client’s work, including travelling time, whether the work is undertaken on the Client’s premises or elsewhere. During the period of such a contract, JB Marine Consultancy reserves the right to review the quoted hourly rate on giving 1 months written notice of intention to do so, but undertakes not to make such a revision within the first three months of any contract. Unless explicitly stated otherwise, all material costs and expenses incurred will be charged at cost.

5. Where a contract is against a fixed price quotation from JB Marine Consultancy, the sum of the invoices issued will not exceed this value provided that the scope of the contract remains within that contained in the proposal against which an order has been placed and accepted, and provided that no undue delays are caused by the failure of the Client to provide instructions, information or access to staff or facilities necessary for the timely execution of the contract. JB Marine Consultancy retains the right to claim compensation for any such delays provided that JB Marine Consultancy gives formal notification of such a delay to the Client in advance. Unless explicitly stated otherwise, the fixed price will be inclusive of all material costs and expenses incurred by JB Marine Consultancy.

6. The basis of all work undertaken by JB Marine Consultancy within a contract is the formal proposal from JB Marine Consultancy against which an order has been placed and accepted. Any subsequent modifications to, additions to, or deletions from the proposal, or to any specification or document to which the proposal makes reference, or to the work content in any way, will only have an effect on the contract if formal instructions have been received from the Client and have been formally acknowledged by JB Marine Consultancy. On a fixed price contract, JB Marine Consultancy reserves the right to quote an additional charge for any such change, which will then only be undertaken on formal written agreement to that additional charge by the Client.

7. The terms of payment are within 14 days of the issue of invoice, based on completion of the work as detailed above. In the case of fixed price contracts, the value of invoices will be determined by JB Marine Consultancy as a percentage of the work completed to date. JB Marine Consultancy reserves the right to charge interest at a rate of 4.5% per calendar month (or part thereof) on invoices not settled within the 14 day period. Other terms of payment may be arranged by mutual agreement.

8. JB Marine Consultancy will make all reasonable endeavours to maintain an estimated timescale for completion of a contract, but will not accept timescales as being an essential condition of contract. JB Marine Consultancy will endeavour to keep the Client informed of any modifications to the anticipated completion date of a contract.

9. All designs, calculations and documentation produced during a contract will be to JB Marine Consultancy standards unless otherwise agreed. All right to and property in the designs, calculations and documentation remain with JB Marine Consultancy.

10. Acceptance of designs will be based solely on a demonstration that the designs meet the objectives as defined in the proposal or in any subsequent detailed specification prepared by JB Marine Consultancy which has been agreed as superseding the proposal. Acceptance of calculations and documentation will be based solely on the supply by JB Marine Consultancy of the calculations and documentation defined in the proposal. Unless otherwise agreed, one copy of the calculations and documentation will be provided.

11. JB Marine Consultancy accepts no warranty commitment on work carried out under a study or consultancy contract, or on a time and materials basis. Designs developed under a fixed price contract will be subject to a warranty under which demonstrable faults (where the design fails to meet its specification, or where there are inaccuracies in the associated user documentation), detected and reported to JB Marine Consultancy within 90 days of acceptance will be corrected free of charge.

12. JB Marine Consultancy accepts no liability for any direct or consequential loss to the client arising in any way whatsoever from the execution of the contract on behalf of the Client by JB Marine Consultancy. Any statutory liability not excluded by this clause shall not exceed the value given in clause 19.

13. The Client will not assign any benefit or liability arising from the contract until full and final payment has been received by JB Marine Consultancy.

14. All rights to Intellectual Property arising from a contract remain vested in JB Marine Consultancy. Any offer to assign such rights to the Client shall be made explicitly in writing by JB Marine Consultancy and accepted in writing by the Client.

15. The Client will not make any charges against JB Marine Consultancy for the use of accommodation, computers or other facilities provided by the Client or his agents or customers, nor for any expense incurred by the Client’s staff or those of his agents or customers, unless in receipt of a written order from JB Marine Consultancy authorising such charges.

16. All information disclosed by either party to a contract is to be treated as confidential to the two parties, except where prior written consent has been formally agreed to divulge the information in question to a third party.

17. A contract may be terminated by either party giving 30 days’ notice of their intention to do so.

18. Without prejudice to Clause 21, JB Marine Consultancy shall be under no liability whatsoever to the Client for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising UNLESS same is proved to have resulted solely from the negligence, gross negligence or wilful default of the Surveyor/Consultant or any of its employees or agents or sub-contractors.

19. In the event that the Client proves that the loss, damage, delay or expense was caused by the negligence, gross negligence or wilful default of JB Marine Consultancy aforesaid, then, save where loss, damage, delay or expense has resulted from JB Marine Consultancy’s personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result, JB Marine Consultancy’s liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a sum calculated on the basis of ten times JB Marine Consultancy's charges or £125,000 whichever is the greater.

20. JB Marine Consultancy shall not be liable for loss of or damage to equipment and other items placed at its disposal by or on behalf of the Client however such loss or damage occurs.

21. Except to the extent and solely for the amount therein set out that JB Marine Consultancy would be liable under Clause 18-20, the Client hereby undertakes to keep JB Marine Consultancy and its employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which JB Marine Consultancy may suffer or incur (either directly or indirectly) in the course of the services under these Conditions.

21. Neither JB Marine Consultancy nor the Client shall, except as otherwise provided in these Conditions, be responsible for any loss, damage, delay or failure in performance hereunder arising or resulting from act of God, act of war, seizure under legal process, quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions and arrest or restraint of princes, rulers or people.

22. JB Marine Consultancy shall effect and maintain, at no cost to the Client, Professional Liability Insurance for such loss and damage for which JB Marine Consultancy may be held liable to the Client under these terms and conditions.

23. JB Marine Consultancy shall have the right to sub-contract any of the services provided under the Conditions, subject to the Client’s right to object on reasonable grounds.  In the event of such a sub-contract JB Marine Consultancy shall remain fully liable for the due performance of its obligations under these Conditions.

24. Any claims against JB Marine Consultancy by the Client shall be deemed to be waived and absolutely time barred upon the expiry of one year from the submission date of the deliverables, listed on page 1, to the Client.

25. These Conditions shall be governed by and construed in accordance with the laws of  England and Wales and any dispute shall be subject to the exclusive jurisdiction of the English  Courts.

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