TERMS & CONDITIONS

1. Interpretation
1.1 In these Terms, except where the context otherwise requires:-
1.1.1 the following words shall have the meanings set opposite them:
Agreement the agreement between Seahawk and the Buyer for the sale and
purchase of the Goods, incorporating these Terms;
Buyer the person, firm or company who purchases the Goods from
Seahawk;
Confirmation the written confirmation of the order of the Goods submitted by
Seahawk to the Buyer;
Seahawk Seahawk Clothing Limited (Registered Number: SC289281) having
its registered office at Unit 6, Woodgate Way South, Glenrothes
KY7 4PF;
Goods any personal protective items such as garments, clothing, footwear,
headgear, equipment and/or related accessories as agreed in the
Agreement to be supplied to the Buyer by the Seahawk;
Price the Price for the Goods as set out in the Quotation;
Quotation the quotation for the Goods submitted by Seahawk to the Buyer
Terms these terms and conditions of business;
1.1.2 the headings are for convenience only and shall not affect their interpretation;
1.1.3 the singular shall include the plural and vice versa;
1.1.4 reference to any persons includes individuals, partnerships, companies, statutory
bodies, other corporate bodies and unincorporated associations; reference to any statute
or regulation shall include reference to any amendment or re-enactment thereof; and
1.1.5 the so-called “ejusdem generis” rule shall not apply and accordingly the interpretation of
general words shall not be restricted by being preceded by words indicating a particular
class of acts, matters or things or by being followed by particular examples.


2. Application of Terms
2.1 The Agreement shall be on these Terms to the exclusion of all other terms and
conditions (including any terms or conditions which the Buyer purports to apply under
any purchase order, confirmation of order, specification or other document).

3. Quotations
3.1 Any Quotation is given on the basis that no Agreement shall come into existence until
Seahawk despatches a Confirmation to the Buyer. Quotations are valid for a period of 30
days from its date, provided that Seahawk has not previously withdrawn it.
3.2 Seahawk reserves the right to amend / improve garments due to its programme of
continuous improvement.

4. Delivery of Goods and Acceptance
4.1 Seahawk shall use its reasonable endeavours to deliver the Goods on the date or dates
specified in the Confirmation, but any such date is approximate only. If no dates are
specified, delivery shall be within a reasonable time. Time is not of the essence as to the
delivery of the Goods and Seahawk is not liable for any delay in delivery, however
caused.
4.2 The Buyer shall be deemed to have accepted the Goods 3 days after delivery, provided
that the Buyer has not notified Seahawk in writing that the Goods do not conform with
the warranties expressed in Term 8.
4.3 Seahawk may deliver the Goods by separate instalments. Each separate instalment shall
be invoiced and paid for in accordance with the provisions of the Agreement.
4.4 Each instalment shall be a separate Agreement and no cancellation or termination of any
one Agreement relating to an instalment shall entitle the Buyer to repudiate or cancel any
other Agreement or instalment.


5. Non-Delivery
5.1 The quantity of the Goods recorded by Seahawk on despatch from its place of business
shall be conclusive evidence of the quantity received by the Buyer on delivery unless the
Buyer can provide conclusive evidence proving the contrary.
5.2 Seahawk shall not be liable for any non-delivery of Goods (even if caused by Seahawk's
negligence) unless the Buyer gives written notice to Seahawk of the non-delivery within
3 days of the date when the Goods would in the ordinary course of events have been
delivered.
5.3 Any liability of Seahawk for non-delivery of the Goods shall be limited to replacing the
Goods within a reasonable time or issuing a credit note at the pro rata Agreement rate
against any invoice raised for such Goods.


6. Risk / Title
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until Seahawk has received in full
(in cash or cleared funds) all sums due to it in respect of the Goods.
6.3 The Buyer's right to possession of the Goods shall terminate immediately if:
6.3.1 the Buyer convenes a meeting of creditors;
6.3.2 enters into liquidation except a solvent voluntary liquidation for the purpose only of
reconstruction or amalgamation;
6.3.3 has a receiver or administrator appointed;
6.3.4 a resolution is passed or a petition presented to any court for the winding-up of the
Buyer; or
6.3.5 the Buyer ceases to trade.
6.4 Seahawk shall be entitled to recover payment for the Goods notwithstanding that
ownership of any of the Goods has not passed from Seahawk.
6.5 Where the Buyer's right to possession has terminated, the Buyer grants Seahawk, its
agents and employees an irrevocable licence at any time to enter any premises and
recover the Goods.
6.6 On termination of the Agreement, howsoever caused, Seahawk's (but not the Buyer's)
rights contained in this Term 6 shall remain in effect.

7. Price and Payment
7.1 The Buyer will pay the Price to Seahawk. The Price is exclusive of any Value Added Tax,
for which the Buyer is responsible.
7.2 The Price shall be exclusive of all costs or charges in relation to packaging, loading,
unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition
when it is due to pay for the Goods.
7.3 Seahawk will invoice the Buyer for all Goods provided under the Agreement. Payment
of such invoices should be made within thirty days of the date of the invoice. Time for
payment shall be of the essence.
7.4 No payment shall be deemed to have been received until Seahawk has received cleared
funds.
7.5 All payments payable to Seahawk under the Agreement shall become due immediately
on its termination despite any other provision.
7.6 The Buyer shall make all payments due under the Agreement in full without any
deduction whether by way of set-off, counterclaim, discount, abatement or otherwise
unless the Buyer has a valid court order requiring an amount equal to such deduction to
be paid by the Seahawk to the Buyer.
7.7 If the Buyer fails to pay Seahawk any sums due under this Agreement, the Buyer shall
be liable to pay interest to Seahawk on such sum from the due date for payment at the
annual rate of 4% above the base lending rate from time to time of the Bank of England
plc, accruing on a daily basis until payment is made, whether before or after any
judgment. Seahawk reserve the right to claim interest under the Late Payment of
Commercial Debts (Interest) Act 1998.

8. Quality
8.1 Seahawk warrants that on delivery the Goods shall be of satisfactory quality within the
meaning of the Sale of Goods Act 1979 and reasonably fit for purpose.
8.2 Seahawk shall not be liable for a breach of Term 8.1 unless the Buyer:
8.2.1 gives written notice of the defect to Seahawk, and, if the defect is as a result of damage
in transit to the carrier, within 3 days of delivery; and
8.2.2 if asked to do so by Seahawk, returns such Goods to Seahawk to allow Seahawk to
examine such Goods.
8.3 Seahawk shall not be liable for a breach of any of the warranties in Term 8.1 if:
8.3.1 the Buyer alters or repairs such Goods without the written consent of Seahawk
8.3.2 the Buyer makes any further use of such Goods after giving such notice; or
8.3.3 the defect arises because the Buyer failed to follow Seahawk's oral or written
instructions as to use or maintenance of the Goods or (if there are none) good trade
practice.
8.4 Subject to Term 8.3, if any of the Goods do not conform with any of the warranties in
Term 8.1 Seahawk shall at its option repair or replace such Goods (or the defective part)
or refund the price of such Goods at the pro rata Agreement rate.
8.5 If Seahawk complies with Term 8.4 it shall have no further liability for a breach of any of
the warranties in Term 8.2 in respect of such Goods.

9. Limitation of Liability
9.1 Nothing contained in the Agreement limits Seahawk’s liability for negligence resulting in
death or personal injury.
9.2 Seahawk cannot accept responsibility for faulty Goods where they have been in any way
altered, nor can such Goods be accepted back or replaced by us.
9.3 Seahawk’s liability shall be limited to the replacement of defective Goods.
9.4 Seahawk shall in no circumstances be liable, in contract or otherwise, for any loss,
damage or expense of any kind whether consequential, direct, indirect, or otherwise –
however caused and whether arising out of or in connection with the use or failure of
the Goods and whether or not due to our act or omission or that of our agents,
employees or contractors and in any event Seahawk’s liability will not exceed the price
actually paid by the Buyer for the Goods concerned.


10. Assignation
10.1 Seahawk may assign the Agreement or any part of it to any person, firm or company.
10.2 The Buyer shall not be entitled to assign the Agreement without the prior written consent
of Seahawk.


11. Force Majeure
11.1 Seahawk reserves the right to defer the date of delivery or to cancel the Agreement or
reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it
is prevented from or delayed in the carrying on of its business due to circumstances
beyond the reasonable control of Seahawk including, without limitation, acts of God,
governmental actions, war or national emergency, acts of terrorism, protests, riot, civil
commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes
(whether or not relating to either party's workforce), or restraints or delays affecting
carriers or inability or delay in obtaining supplies of adequate or suitable materials,
provided that, if the event in question continues for a continuous period in excess of 3
months, the Buyer shall be entitled to give notice in writing to Seahawk to terminate the
Agreement.


12. Variation and waiver
12.1 Any agreed variation to these Terms must be in writing and signed by a director of
Seahawk.
12.2 Except as expressly stated, no failure to exercise or delay in exercising any right or
remedy provided under this Agreement or by law constitutes a waiver of such right or
remedy or shall prevent any future exercise in whole or in part thereof.


13. Entire Agreement
13.1 The Agreement constitutes the entire agreement between the parties, supersedes any
previous agreement or understanding and may not be varied except in writing between
the parties. All other terms and conditions, express or implied by statute or otherwise,
are excluded to the fullest extent permitted by law.


14. Notices
14.1 Any notice required under the Agreement will be properly served if in writing and sent by
fax or prepaid letter post or delivered by hand to the addressee’s address shown in the
Agreement or the last known address of the addressee. Notice will be effective at the
time of receipt if sent by fax, 72 hours after posting if sent by prepaid letter post, and at
the time of delivery if delivered by hand.


15. Severability
15.1 If any provision of the Agreement is held by any competent authority to be invalid or
unenforceable in whole or in part, the validity of the other provisions of the Agreement
and the remainder of the provision in question shall not be affected.

16. Governing law
16.1 This Agreement shall be governed by and construed in accordance with the law of
Scotland. The parties irrevocably agree that the courts of Scotland have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with this
Agreement.