Terms & Conditions

Standard Terms & Conditions For the Supply of Business Services

1. Interpretation

   In these terms and conditions:

   "Agreement" means the agreement for Bibby Ship Management (Group) Limited to provide services to the Client as set out in Quotation and the Conditions;

   "Conditions" shall mean these terms and conditions;

   "Client" means the party to whom or which Bibby Ship Management (Group) Limited has agreed to provide the Services;

   "Clients Materials" means the documents and/or other materials referred to in clause 2.3;

   "Quotation" means the quotation issued by Bibby Ship Management (Group) Limited to the Clients or in the absence of a written quotation the written correspondence between Bibby Ship Management (Group) Limited and the Client in respect of the Services;

   "Services" means such of the following: academic and vocational training, consultancy, and/or research services referred to in Bibby Ship Management (Group) Limited published materials, as Bibby Ship Management (Group) Limited has agreed to supply to the Client in the Quotation;

   Bibby Ship Management (Group) Limited means list of BSM companies and their addresses inc. training centres.

2. Supply of Services

   All services supplied by Bibby Ship Management (Group) Limited to the Client shall be supplied subject to these Conditions. Any changes or additions to the Service or the Conditions must be agreed in writing between the authorised officer of Bibby Ship Management (Group) Limited and the Client.

   Bibby Ship Management (Group) Limited shall supply the Services in accordance with the Quotation and its current brochure or other publishes literature, subject to these conditions. In the event of any conflict between the Quotation and these conditions, the terms of the Quotation shall apply.

   Where the services requires the production and delivery of documents or other materials by the Client, they will be delivered promptly prior to the date specified by Bibby Ship Management (Group) Limited (acting reasonably) and the Clients shall retain duplicate copies.

   If an insufficient number of booking are received for any course, Bibby Ship Management (Group) Limited reserves the right to cancel that course and either offer an alternative date, or to refund and pre-paid fees in full.

3. Payment And Charges

   The Client shall pay any amounts payable to Bibby Ship Management (Group) Limited in accordance with this Agreement promptly without deduction, withholding or set-off.

   Where the Services relate to courses all fees must be paid in advance at time of booking, except where the Quotation grants credit terms to the Client in which event payment shall be made 30 days from date of invoice.

   In the event that the Client cancels the agreement at any time then Bibby Ship Management (Group) Limited’s cancellation shall apply, see 7. below. Bibby Ship Management (Group) Limited shall have the right to charge daily compounded interest at the annual rate of 5% above the base rate from time to time of Barclays Bank plc upon any sums due but unpaid both before as well as after the judgement.

4. Warranty And Limitation Of Liability

   Bibby Ship Management (Group) Limited warrants to the Clients that the Services will be provided using reasonable skill and care and as far as reasonably possible within the times referred to in the Quotation or other relevant brochure.

   Where Bibby Ship Management (Group) Limited supplies any goods in connection with the Services, Bibby Ship Management (Group) Limited does not give any warranty as to their quality or fitness, but will, where it is able, assign to the Client the benefit of any warranty given by the supplier.

   Bibby Ship Management (Group) Limited shall have no liability to the Client for any loss or other claims arising from any Client’s Materials or instructions supplied by the Client which are incomplete, inaccurate, or their non-arrival or any other fault of the Client.

   Except in respect of death or personal injury caused by Bibby Ship Management (Group) Limited’s negligence, or as expressly provided in these Conditions, Bibby Ship Management (Group) Limited shall not be liable to the Client for any losses, damages, costs or other liabilities of the Client whether direct or indirect or consequential including but not limited any loss or profit or other economic losses which arise out of or in connection with the Services and the Client shall indemnify and keep indemnified Bibby Ship Management (Group) Limited against any claims made by third parties in respect of any such loss or damage. The aggregate liability of Bibby Ship Management (Group) Limited (except in respect of death or personal injury referred to above) arising as a result of this Agreement shall not exceed the amount paid by the Client to Bibby Ship Management (Group) Limited in respect of the Services from which the liability arose.

   Bibby Ship Management (Group) Limited shall not be liable for the Client or be deemed to be in breach of this Agreement by reason of any delay in performing or any failure to perform any of Bibby Ship Management (Group) Limited’s obligations in relation to the Service, if the delay or failure was due to any cause beyond reasonable control.

5. Intellectual Property

   Any intellectual property rights including copyright arising from or in connection with the Services shall, unless otherwise agreed in writing with the Client, belong to Bibby Ship Management (Group) Limited.

6. Termination

   Either Bibby Ship Management (Group) Limited or the Client may at any time (without limiting or other remedy) terminate this agreement by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 21 days of being required by written notice to do so, or if the other goes into liquidation, bankruptcy, receivership, administration or proposes any voluntary arrangements with creditors.

7. Cancellation Charges

   In the event that the Client cancels (by written notice to Bibby Ship Management (Group) Limited) a confirmed booking with Bibby Ship Management (Group) Limited, or fails to attend a booked course, the following cancellation charges will apply:

   If such notice is delivered less than 2 weeks before commencement of the course, or in the event the Clients fails to attend a course without prior notice, the Client shall pay Bibby Ship Management (Group) Limited the full course fee.

   However, if such notice is delivered more than 2 weeks before commencement of the course, the Client shall pay Bibby Ship Management (Group) Limited an administration charge equal to 10% of the full course fee.

   An administration charge equal to US$50.00 per person per course may be levied if a course is rescheduled at the Client’s request within 2 weeks of commencement of course.

   In the event that the Client re-books the cancelled course on an alternative date at the time of cancellation, and provided that more than 2 weeks notice of cancellation has been given, Bibby Ship Management (Group) Limited may in its absolute discretion waive any cancellation fees of administration charges.

   Subject to set-off by Bibby Ship Management (Group) Limited of any amounts owing to Bibby Ship Management (Group) Limited in accordance with this Agreement, in the event of cancellation, refunds will be given promptly in accordance with the above cancellation fee policy.

   Any cancellation charges for research and consultancy services will be levied in accordance with the terms of the Quotation issued by Bibby Ship Management (Group) Limited.

   Any cancellations charges for accommodation booked with or, at the request of the Client, by Bibby Ship Management (Group) Limited will be levied in accordance with the accommodation providers terms and conditions.

8. Confidentiality

   Neither Bibby Ship Management (Group) Limited or the Client shall divulge or allow to be divulged to any person any confidential information which is identified as such to the other in writing by Bibby Ship Management (Group) Limited or the Client which is not in the public domain at the time of disclosure.

9. Governing Law

   This agreement shall be governed by English law and any proceedings arising from it may be brought in the English courts. The submission by the parties to such jurisdiction shall not limit the right of Bibby Ship Management (Group) Limited to commence any proceedings arising out of in connection with the provision of the Service in any other jurisdiction it may consider appropriate.

10. Notices

    All notices hereunder shall be in writing and:

    If given or made by letter sent by first class pre-paid post, and if applicable, by airmail, shall be deemed to have been given 24 hours (in the case of domestic post) and 72 hours (in the case of airmail) after being posted and in providing such service it shall only be necessary to prove that the notice was properly addressed stamped and posted.

    If given or made by facsimile or r-mail transmission shall be deemed to have been given or made when sent unless the notice was sent after 5.00 pm on a business day or a day other than a business day in which it shall be deemed to have been given or made at 9.00 am on the next business day of the addressee after it was sent.

    Shall be given at the respective address of the other party or at such other address as the other party may have notified in writing as its address from time to time.

11. General

    Any indulgence granted by Bibby Ship Management (Group) Limited to the Client and any failure by Bibby Ship Management (Group) Limited to insist upon strict performance of these Terms and Conditions shall not be deemed a waiver of any of Bibby Ship Management (Group) Limited’s right or remedies nor be deemed a waiver of any subsequent default by the Client.

    The invalidity in whole or in part of any clause in these Conditions shall not affect the validity of the remainder of the Clauses or these Conditions.

General conditions of purchase

1. Definitions for these Conditions:

‘Buyer’ means the person, firm or company named in the Order, or if not so named shall mean the registered owner of the Vessel for which the Goods are ordered.
‘Conditions’ means the standard terms and conditions of purchase set out in this document.  Any variation to such standard terms and conditions must be expressly agreed in Writing between the Buyer and the Seller.

‘Contract’ means the contract for the sale and purchase of the Goods between the Buyer and the Seller consisting of the Order, the Conditions, and (so far as consistent with the foregoing) any acceptance issued by the Seller.
‘Delivery Address’ means the address or vessel and location stated on the Order.

‘Goods’ means the goods and/or Services (including any instalment of the goods or any part of them) described in the Order.

'Bibby' means Bibby Ship Management Ltd whose registered office is at 105 Duke Street, Liverpool, L1 5JQ.

‘Order’ means the purchase order issued by or on behalf of the Buyer to the Seller and specifying that these Conditions apply to it.

‘Price’ means the price of the Goods stated in the Order.

‘Seller’ means person to whom the Order is addressed

‘Specification’ includes any plans, drawings, data or other information relating to the Goods.

‘Vessel’ includes any floating accommodation or storage unit and any other man-made structure designed for use at sea and whether or not fixed to the sea bed.

‘Writing’ includes e-mail, telex, cable, facsimile transmission and comparable means of communication

2. Basis of Purchase
2.1 The Order constitutes an offer on behalf of the Buyer to purchase the Goods subject to these Conditions which shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to the Buyer or subject to which the Order is accepted or purported to be acceptable by the Seller.  Delivery of the Goods shall be conclusive evidence that the Seller has accepted the foregoing provisions.
2.2 Bibby’s Authority.  Bibby contracts as agent only for and on behalf of the Buyer.  As regards the Seller Bibby has no authority to enter into any contract that may give rise to an entitlement or claim on the part of the Seller to detain any vessel.  Bibby has no authority to incur any lien of whatsoever nature on the vessel and whether maritime or possessory.

3. Specification
3.1 The quantity, quality and description of the goods shall be as specified in the Order and/or in any applicable Specification supplied by or on behalf of the Buyer to the Seller or agreed upon in writing by the Buyer.
3.2 The Seller shall not unreasonably refuse any request by or on behalf of the Buyer to inspect and test the Goods during manufacturer, processing or storage at the premises of the Seller or any third party prior to the despatch, and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.
3.3 If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply with the contract, and the Buyer so informs the Seller within 30 days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.
3.4 The Goods shall be clearly marked giving all details of the contents i.e. size, quantity, part numbers etc. and shall also be marked in accordance with any applicable regulations or requirements of any relevant carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course of transit.

4. Price of the Goods
4.1 The Price of the Goods shall be net of VAT and unless otherwise so stated shall be:
4.1.1 Inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties imposts or levies other than VAT.
4.1.2 net of any applicable discount
4.2 No increase in the Price may be made (whether on account of increased material labour or transport costs fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer.

5. Terms of Payment
5.1 Invoices quoting Order numbers must be rendered within 14 days of delivery of the Goods.  Unless otherwise agreed payment will be due after good and proper delivery within 30 days after the end of the month in which the Buyer shall receive a proper invoice.
5.2 The Buyer shall be entitled to set off against the price any sums owed to the Buyer by the Seller.
5.3 The Seller shall issue a credit note in respect of defective or incorrectly delivered goods.  Failure to comply with these conditions or to issue credit notes may result in payment of the account without forfeiture of discount.

6. Delivery
6.1 The Goods shall be delivered to the Delivery Address at the time and on the date stated in the Order.
6.2 Where the date of delivery of the Goods is to be specified after the placing of the Order the Seller shall give the Buyer reasonable notice of the specified date.
6.3 Time for delivery of the Goods is of the essence of the Contract.
6.4 A packing note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently.
6.5 If the Goods are to be delivered by instalments, the Contract will be treated as a single contract and not severable.
6.6 The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods or missing Goods has become apparent.
6.7 The Buyer shall notify the Seller within 90 days after delivery of any damage to Goods or missing Goods and shall have the right to claim against the Seller in respect of any damage as notified.
6.8 Any rejected or incorrectly delivered Goods shall be collected at the seller’s expense within 21 days of advice being given by the Buyer to the seller in writing.
6.9 The Buyer shall not be obliged to return to the seller any packaging or packing material for the Goods, whether or not any Goods are accepted by the Buyer.

6.10 Delivery shall be evidenced by the signature and clearly printed name of the Master, Chief Engineer or Chief Officer of the receiving vessel or where delivery is not made to the vessel by the person having authority to accept delivery on the Buyer’s behalf with the date and time of delivery clearly marked.  Such signature shall not constitute any admission that the Goods delivered are in good condition or otherwise comply with the contract.

7. Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract and after such time that the Buyer has noted that the Goods conform to the Specification set out in the order.
7.2 The property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract.

8. Warranties and Liability
8.1 The Seller warrants to the buyer that the Goods:
8.1.1 will be of satisfactory quality and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the Order is placed;
8.1.2 will be free from defects in design, material and workmanship;
8.1.3 will correspond with any relevant specification or sample and
8.1.4 will comply with all statutory requirements and regulations relating to the the Goods.
8.2 Without prejudice to any other remedy, if any Goods are not supplied in accordance with the Contract, then the Buyer shall be entitled:
8.2.1 to require the Seller to repair the goods or to supply replacement Goods in accordance with the Contract within 7 days or such short a period as shall be specified; or
8.2.2 at the Buyer’s sole option, and whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods to treat the Contract as discharged by the Seller’s breach and require the repayment of any part of the Price which has been paid.
8.3 The Seller shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of, or in connection with:
8.3.1 breach of any warranty given by the Seller in relation to the Goods;
8.3.2 any claim that the Goods infringe, or their importation, use or re-sale, infringes, the patent, copyright, design right, trademark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;
8.3.3 any liability under the Consumer Protection Act 1987 in respect of the Goods;
8.3.4 any act or omission of the Seller or its employees, agents or sub-contractors in supplying and delivering the Goods and including without prejudice to the generality of the foregoing any wrongful act neglect or default in or about the installation of any Goods on any vessel or other premises.

9. Termination
9.1 In addition to the Buyer’s right to cancel the Order in the event of force majeure the Buyer shall be entitled to cancel the Order in respect of all or part only of the Goods by giving notice to the Seller at any time prior to delivery, in which event the Buyer’s sole liability shall be to pay the seller the Price for the Goods in respect of which the Buyer has exercised its right of cancellation, less the Seller’s net saving of cost arising from cancellation.
9.2 The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:
9.2.1 the Seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
9.2.2 an encumbrancer takes possession, or a receiver administrator or similar officer is appointed, of any of the property or assets of the Seller;
or
9.2.3 the Seller ceases, or threatens, to carry on business; or
9.2.4 the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.

10. Force Majeure
In the event that due to any cause whatsoever beyond the reasonable control of the Buyer or the Seller the Buyer shall be unable to receive delivery of the Goods or the Seller shall be unable to deliver the Goods at all or in the time specified in the Order the buyer shall have the right to cancel the Order in whole or in part without any liability on its part to the Seller.  Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the reasonable control of the Buyer or the Seller.
10.1 Act of God, explosion, flood, fire or accident including stranding or collision.
10.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition.
10.3 acts, restrictions, regulations, byelaws, prohibitions or other like measures of any governmental or local authority or other body having regulatory powers in the relevant area.
10.4 import or export regulations, bans or embargoes.
10.5 strikes, lockouts or other industrial action or trade disputes (whether or not involving employees of the Buyer or any subsidiary or associated company).

11. Applicable Law and Jurisdiction
11.1 This Contract shall be governed by and construed in accordance with English Law.
11.2 Any dispute arising out of or in connection with the Contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof for the time being in force.
11.3 The arbitration shall be conducted in accordance with the London Maritime Arbitrators' Association (LMAA) Terms current at the time when the arbitration is commenced.
11.4        Save as aftermentioned, the reference shall be to three arbitrators, one to be appointed by
each party and the third by the two so appointed.   A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment to the other party requiring the other party to appoint its arbitrator within 14 days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and give notice that it has done so within the 14 days specified.   If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring the dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.   The award of a sole arbitrator shall be as binding as if he had been appointed by agreement.
11.5     In cases where neither the claim nor any counterclaim exceeds the sum of US$ 50,000 (or
such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

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The Bibby Ship Management (Group) Limited web site is provided as a free service available to Internet users and use of it does not create any legal relations between the user and Bibby Ship Management (Group) Limited.

Bibby Ship Management (Group) Limited, nor any officers or employees give any representation or warranty as to the accuracy, completeness and/or reliability of any content of the Bibby Ship Management (Group) Limited or website or as to the fitness of Bibby Ship Management (Group) Limited or for any particular purpose.

While Bibby Ship Management (Group) Limited has endeavoured to ensure that information provided by us on this site is accurate the editorial views expressed on these pages are not representative of the views of Bibby Ship Management (Group) Limited and we give no warranty as to the reliability of the information contained within these pages or in relation to material linked to or from this site. The views expressed by third parties placing material on these pages are not representative of the views of the Bibby Ship Management (Group) Limited. Bibby Ship Management (Group) Limited cannot monitor the content not produced by us and have not reviewed all the third party material published on this site.

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