GENERAL TERMS AND CONDITIONS OF SALE

General - All offers, orders, order confirmations, invoices, sales, transactions and agreements between Marine Protective Films LTD  and the customer are governed by the special conditions as agreed in writing, and these present general terms and conditions of sale (hereafter General Terms of Sale), unless otherwise agreed  in writing  between the parties.
The customer's general terms and conditions of purchase are hereby explicitly renounced.

In the event of a contradiction between these General Terms of Sale and the special conditions so agreed in writing, the latter shall prevail.

Offer, order and confirmation - Any offer by Marine Protective Films LTD is valid for a period of 15 days following the date thereof, unless explicitly otherwise provided therein. Thereafter Marine Protective Films LTD may revoke such offer or modify all conditions (prices, terms, etc.) as set out therein at its sole discretion.

Every order from the customer to Marine Protective Films LTD shall be made in writing and is considered as final and irrevocable. The customer can only validly cancel an order if so accepted in writing by Marine Protective Films LTD.

Each agreement on the delivery of products or provision of services is entered into by the parties on such date on which (i) the customer sends the order to Marine Protective Films LTD in accordance with the terms of its offer, or (ii) Marine Protective Films LTD sends the order confirmation to the customer, whichever occurs first.

Delivery   - Unless otherwise agreed  between the parties, all delivery  and  execution  dates  are  indicative  and  non-binding and  commence  on  the  date  of  order  confirmation  issued  by Marine Protective Films LTD.  Late or partial delivery of the products or execution of the services shall not give rise to any right of compensation or cancellation of the order.  All orders for delivery will incur a carriage charge, if the order is below £500.00 nett.  Please ask for current cost of transport.

All deliveries of the products shall occur in accordance with the lncoterms (latest edition) as agreed in writing between the parties.

Acceptance - The customer shall examine each delivery by Marine Protective Films LTD for conformity, quantity and quality of the products upon reception thereof in accordance with an appropriate quality  control and monitoring procedure.

Any complaints concerning visible defects   shall  be promptly notified by the customer in writing within no later than 7 business days following delivery of the products. The customer will preserve such products as well as any relevant material or documents thereto. and   make them available for inspection and review by Marine Protective Films LTD or its representatives. Failure to make such claim will result in the final acceptance of the products by the customer.

If Marine Protective Films LTD accepts such complaint. the   customer will be entitled to either a replacement, a reimbursement or an additional delivery at Marine Protective Films LTD sole discretion. No products may be returned or destroyed without Marine Protective Films LTD prior written consent.

Warranty and liability - The liability of Marine Protective Films LTD   concerning its product and services is subject to the terms and conditions provided in the product specification and the relevant terms of use set forth in the product documentation available to the customer (including product information on www.mpfilms.co.uk).

Except for its intentional fault. Marine Protective Films LTD cannot accept any liability if the products have been cut, printed, processed, or otherwise converted after delivery.

In no event shall Marine Protective Films LTD be held  liable for damages to any   third party or products other than those delivered or subject to the services provided by Marine Protective Films LTD, and the customer will hold Marine Protective Films LTD harmless from any third party claim made on the basis of Marine Protective Film’s delivery of the products or the provision of the services.

Except for intentional fault. Marine Protective Film’s liability shall be limited to a replacement. a reimbursement or an additional delivery at Marine Protective Film’s sole discretion. In no event shall Marine Protective Films LTD be liable in respect of any indirect or   consequential  damages, including but not limited to loss of profits, and its liability shall not exceed the purchase price of the products delivered or the services provided to the customer.
These limitations of liability shall equally apply if Marine Protective Films LTD has assisted in any manner with the selection, treatment or application of the product.

The customer can no longer validly file a claim after expiration of 6 months following the discovery or knowledge of the relevant elements that constitute the basis of such claim.

Prices and payment terms - The offer prices and those prices mentioned in the order confirmation exclude any applicable  VAT and apply to the products and services set out therein.
During the performance of a delivery of products or provision of services, Marine Protective Films LTD may with immediate effect unilaterally increase such prices if raw materials prices, transport rates, labour costs,  currency evolution, taxes or other costs related to the production or delivery of products or provision of services significantly increase.  In such event, Marine Protective Films LTD will notify the customer in writing thereof and provide the latter  with adequate substantiation of such increase.
All invoices are payable at Marine Protective Film’s registered office within 30  days following the invoice date in cash on such bank account indicated thereon without any reduction, discount. compensation or set-off Any cost, tax, duty or other levy concerning the invoice payment shall be for the account of the customer.

Any complaint in relation to an invoice  shall  only  be considered valid if notified via registered mail within 30 days  following invoice date. Upon expiration of such term, the relevant invoice shall be considered accepted by the customer   and no complaint shall be accepted. In no event shall any complaint regarding the product or service justify the (partial) non-payment of any  invoice.
By operation of law and without any notice, an interest shall    be due and payable to Marine Protective Films LTD on all amounts that have not been  fully paid by the customer on the relevant invoice expiration  date in accordance with the UK Government ‘Late Payment of Commercial Debt Regulations 2013 (as amended). In addition to the  aforementioned interest, the customer shall pay to Marine Protective Films LTD a compensation equal to I 0% of the outstanding unpaid and  overdue invoice amounts as well as all other  applicable  legal and extralegal recovery expenses and costs in accordance with the provision of the aforesaid regulations and relevant UK laws.

Retention of title - Until full payment of the outstanding balances under any invoices issued for delivery of the products or any other amount owed by the customer, Marine Protective Films LTD retains title of the products and the customer is not allowed to resell, encumber or otherwise dispose of the products. failure to pay any of the amounts due on the respective due dates may lead to reclaiming the products.

This reservation of title does not affect  the risk  transfer to the customer  after  delivery,  whereby  the  customer  will  bear  all risks  and  storage burden.   The  customer  shall  have sufficient insurance  in  place  for  the  risk  of  loss  or  damage  to  such products.    Furthermore,   the    customer    shall    notify  Marine Protective Films LTD immediately  if  (i)  seizure  is  made  on  the  products,  (ii)  the customer  has  entered  into  any  composition  or  arrangement (formal  or  informal)  with  its  creditors,  is  unable  to  pay  its debts,   forms  subject   of  a   procedure  concerning  a  judicial agreement   or   bankruptcy,   has  a  receiver   or   administrator appointed   of  its  undertaking  assets  or  income  or  any  part thereof has passed a resolution for its winding up, or a request is filed or an order is made by any court for  its winding-up or for  its  administration,  or  (iii)  it  has  ceased  to  trade.  In  the event  of seizure,  bankruptcy,  or inability  to pay  its debts, the customer  shall  inform  such  bailiff   trustee  in  bankruptcy  or administrator of this present  retention of title clause and  shall make available  all relevant documents concerning the products.

Early termination – Marine Protective Films LTD may forthwith and without any prior notice terminate the agreement in the event the customer commits a breach of any provision of the agreement, it has entered into any composition or arrangement (formal or informal) with its creditors, is unable to pay its debts, forms subject of a procedure concerning a judicial agreement or bankruptcy, as a receiver or administrator appointed of its undertaking, assets or income or any part thereof, has passed a resolution for its winding up, or a request is filed or an order is made by any court for its winding-up or for its administration, or has ceased to trade, without the customer having any entitlement to compensation under whatever title and without prejudice to the right of Marine Protective Films LTD validly effecting termination hereunder, to such damages and other remedies available on account of any relevant events, including those which form the basis for the termination.
If so  terminated,  the  customer  shall  promptly  return all products delivered by Marine Protective Films LTD at its sole expense and risk.

Force majeure – Marine Protective Films LTD shall not be charged with any liability for delay or failure in performance of any obligation. (in  whole or  in  part)  by  reason of any  event  or  circumstance beyond   its  reasonable  control,  including  but  not  limited  to explosion, fire or flood, actions or restraints of government or public authorities, embargo, import or export  restraints riot or civil  commotion, lock-out,   strikes  or  other  industrial  action. equipment  damages or  failure1  and  any  event  which  prevents the supply of raw materials, lubricants and supply for a normal production, transport  or  shipment  of  its  products, as  well  as similar circumstances that affect Marine Protective Films LTD or its subcontractors or suppliers    (hereafter    Force    Majeure),    for    so    long    as performance is so affected.

If  Marine Protective Films LTD performance of such obligation is so affected, Marine Protective Films LTD will  be entitled to either terminate the agreement or consider it terminated   (whether   partial   or   completely)   or   to   suspend execution thereof  for a period equal to the period during which the event or circumstance of Force Majeure exist. without any compensation   being   due.     In   the   event   that   an   event   or circumstance   of   Force   Majeure    cannot   be   remedied   or overcome   within  6  months.  then  either  party  may  terminate the  non-performable  part  of  the  agreement  with  immediate effect  by  notifying the other  party  in  writing  thereof: ,without any compensation being due.

Confidentiality  - The customer  shall  not, without Marine Protective Film’s prior   written   consent,  reveal   to   any   person   or   otherwise  announce  the  existence  or  content   of  the  agreement.  The customer   further   acknowledges  that   in   the   course   of  the performance   of   this   agreement    it    may    come    into   the possession   of  confidential   and   proprietary   information   of  Marine Protective Films LTD. Such  confidential  information  will  remain  the sole and exclusive  property  of  Marine Protective Films LTD  and   will   not   be  used,  for  any purpose other than the discharge of the customer's obligations hereunder,  except   with   Marine Protective Film’s   prior   written   consent.   No further use of the confidential information will accordingly be made by the customer after termination of the agreement.

Intellectual property rights - The customer hereby agrees that it shall not acquire any rights in respect of the intellectual property rights of Marine Protective Films LTD or its affiliated companies used in connection with the products or services and that all  such rights and related goodwill are, and shall remain, vested in the party that is the owner of the intellectual property right.

Miscellaneous  -  Any  amendment  or  modification  to the agreement,  including  the  General  Terms  of  Sale must   be expressly agreed in writing by Marine Protective Films LTD.
The   rights   of   each  party  under  the  agreement  (i)  may   be exercised as often as necessary, (ii) are cumulative and not exclusive of rights and remedies provided by law unless specifically excluded, and (iii) may be waived only in writing and specifically.

If any provision in the agreement is void or non-applicable but would be valid if some part of the provision were deleted or restricted, the provision in question shall apply with such deletion or restriction as may be necessary to make it  valid. The nullity or non-applicability of any provision hereof shall not affect the validity or applicability of other provisions, which shall remain in full force and effect.

The customer may not assign any of its rights or transfer any of the obligations without the prior written consent of  Marine Protective Films LTD. All notices or formal communication must be in writing and may be sent by registered mail or fax with a confirmation of transmission received, unless otherwise provided herein.

Governing law and jurisdiction - This contract will be governed by and construed in accordance with the laws of England and Wales.

Any disputes between the parties shall be submitted to the High Court in London