July 2025

WOODEN & STEEL SHIP REPAIRS LTD –

 TERMS AND CONDITIONS OF BUSINESS

JULY 2025

SUBJECT TO WHICH ALL WORK IS UNDERTAKEN AND FACILITIES, GOODS AND SERVICES ARE PROVIDED

1. DEFINITIONS

(a)  Owner means the customer described on the front of this Agreement;

(b)  Company means Wooden & Steel Ship Repairs Ltd whose name is printed on the front of this agreement;

(c) Goods means all goods, parts or other things to be sold by the Company to the Owner whether or not supplied in conjunction with Work to be done by the Company; and

(d) Work means any work to be done by the Company whether by way of repairs, servicing, fitting or otherwise.

2. QUOTATIONS

2.1 Subject to express agreement in writing to the contrary between the Company and the Owner, all quotations given by the Company are a considered approximation of the likely cost involved and are subject to the cost of labour and materials remaining at the same level as those prevailing at the time of the quotation. Such quotations are best estimates and are made honestly and in good faith based on the Company’s knowledge and experience. They are not guarantees and the Owner acknowledges that boat repair work cannot always be accurately estimated in advance; that once Work begins, unforeseen conditions or problems frequently arise; and that other factors can affect estimated and actual costs and completion dates. The Owner accepts these realities and agrees any estimates furnished are to be used as guidelines only and are not binding on the Company.

2.2 All quotations are valid for 7 days from their dispatch by the Company to the Owner. The Company reserves the right to increase or decrease the quotation by the amount by which the actual cost of labour, materials and overheads has increased or decreased by reason of variation of the aforesaid levels since the date of the quotation. However, the quotation shall not be adjusted to meet increased costs which would not have occurred but for the Company’s failure to proceed with the Work with reasonable despatch.

2.3 Quotations cover only the Work and/or items specified in the Statement of Work agreed between the Company and the Owner as summarised and referred to above. All additions, alterations, waiting time and any additional costs due to modified instructions will be charged to the Owner. If, in the course of executing any work, the Company find any defect in the vessel and/ or its gear that in the Company’s opinion should be rectified without delay, and before the Owner’s consent can be obtained, the Company reserve the right to carry out such necessary repair at its discretion and to charge same to the Owner. Notice of any such rectification will be forwarded to the Owner forthwith.

2.4 Unless otherwise agreed in writing between the Company and the Owner, if It appears during progress of any Work that the estimate will be exceeded by a significant amount the Company will not continue the Work without further express permission from the Owner. Such permission may be given in writing and signed by the Owner and the Company, or orally – so long as the permission is thereon recorded in writing on the face of this Agreement or on a separate schedule which shall form part of this Agreement and which is initialled by the Company and the Owner;

2.5  The Company reserves the right to request a deposit against anticipated charges before agreeing to proceed with any Work and also reserves the right to agree in writing with the Owner a schedule of progress payments to be paid during the Work to cover work in progress

2.6.All quoted prices are exclusive of any applicable Value Added Tax which will be shown separately.

3. TIME

3.1 Subject to express agreement to the contrary any delivery date quoted is given in good faith and is not guaranteed.

3.2 The Company will use its best efforts to do Work or supply Goods within any time period notified to the Owner. and will seek to ensure that delivery shall be within a reasonable time of any date specified, bearing in mind all the circumstances of the particular case. However, time shall not be of the essence.

4. CANCELLATION

4.1 No order which has been accepted by the Company may be cancelled by the Owner except with the written agreement of the Company

5. UNCOMPLETED WORK

5.1 If for any reason Work requested by the Owner is not carried out in full the Company will charge a reasonable amount for any Work actually carried out and the current price of any Goods supplied or fitted

6. COMPLETION OF WORK

6.1 Work shall be deemed complete when the Owner  is so advised by the Company.

7. DELIVERY

7.1 In the absence of any written agreement or arrangement to the contrary between the Company and the Owner, delivery is given at the Company’s yard or in the water adjacent thereto. Delivery is deemed to have occurred when the Owner or his agent has taken possession of the Vessel and/or Goods.

8. INVOICING AND PAYMENT TERMS

8.1 The Owner agrees to pay the Company (without deduction or offset) for all labour and materials provided in connection with the ordered Work as follows. As noted above a deposit may be requested upon the signing of this Agreement. Thereafter, at the commencement of the Work, including when ordering materials, the Company will generally invoice progress payments at periodic intervals until the Work is completed. The amounts and frequency of progress payments will be agreed in writing between the Company and the Owner before commencement of the Work and will form part of this Agreement. The Company reserves the right to amend the amounts and frequency of progress payments to reflect changes in the costs necessarily for the Work, subject to discussion and agreement with the Owner.

8.2 Unless otherwise agreed, payment shall be due upon receipt of invoice by the Owner. Interest at the rate of 8% per annum over National Westminster Bank plc base rate from time to time will accrue on all overdue payments as defined in Clause 8.7 below from the invoice date until payment is received by the Company.

8.3 ALL INVOICED AMOUNTS  MUST BE PAID IN FULL BEFORE THE VESSEL SHALL BE LAUNCHED OR RETURNED TO THE OWNER. Prior to that, should the Owner fail to make the appropriate payments when due, including agreed progress payments, the Company reserves the right to immediately cease any and all Work on the Vessel until it receives, in its sole discretion, either payment in full of any unpaid invoices or adequate assurances that full payment will be made in a manner acceptable to the Company pursuant to these terms and conditions. The Company reserves the right to double docking and storage fees in the event of any unpaid invoices.

8.4 All Work, Goods and or Services shall be paid for in cash, BACS or credit/debit card before delivery or collection unless credit has been agreed in advance.

8.5 Where the Company has granted the Owner credit: if payment is not made on the due date, the Company shall be entitled to suspend the supply of further Goods and/or the provision of any further Work or other services to the Owner.

8.6 PAYMENT OF UNDISPUTED AMOUNTS: In the event of a dispute or claim with respect to any item(s) of the agreed Work, the Owner shall pay promptly and on a timely basis the agreed charges for all other items of the Work not in dispute.

8.7 Unless otherwise agreed in writing between the Company and the Owner the terms of payment for goods supplied, Work done or accommodation provided are due immediately on the date of invoice and before removal of the vessel or goods. If the vessel or goods are not removed within 7 days from the date of invoice, the Company reserves the right thereafter to invoice the Owner with reasonable mooring or storage charges, which will be due on receipt of the invoice by the Owner.

8.8  The Company shall have a possessory lien over the Vessel for all sums due and owing to the Company by the Owner in respect of berthing, storage, repairs, or any other services provided to the Vessel. The Company shall be entitled to retain possession of the Vessel until all outstanding fees and charges are paid in full. The Company will provide the Owner with 15 days’ written notice of its intention to exercise its lien and, if the debt remains unpaid, the Company may, after the expiry of the notice period, sell the Vessel in a commercially reasonable manner to recover the outstanding sums. The Company will provide the owner with a written valuation prior to sale. The Owner shall be liable for all costs associated with the lien, including storage, insurance, and sale expenses

8.9 Acceptance by the Company of goods (including vessels and/or their engines, gear and equipment) for repair or other treatment or for mooring or storage is subject to the provisions of the Torts (Interference with Good) Act 1977 (“the Act”), which confers on the Company as bailees & right of sale exercisable in certain circumstances. Such sale will not take place until the Company has given notice to the Owner in accordance with the Act. For the purpose of the Act it is hereby recorded that:

(a) goods for repair or other treatment are accepted by the Company on the terms that the Owner will take delivery of the goods in accordance with Clause 11 of these terms when the repair or other treatment has been carried out.

(b) the Company’s obligation as custodian of goods accepted for moorings or storage ends upon the expiry or lawful termination of the grant to the Owner of facilities for moorings or storage. Upon any such sale the Company shall pay the balance of the proceeds of sale to the Owner after deducting all monies due to the Company and all costs associated with the sale.

9. LOSS, DAMAGES, LIABILITY

9.1 Subject as expressly provided in this Agreement, and except where the Owner is a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.2 The Company and its employees accept no responsibility for the loss, damage or delay arising from any cause whatsoever unless such loss, damage or delay was caused by, or resulted from the Company’s negligence or deliberate act or that of those for whom the Company is responsible. Subject to that exception, all vessels and gear are repaired, worked on, moved, stored or otherwise managed and kept at the sole risk of the Owner. The Owner should therefore ensure that their vessels and/or property are adequately insured against all risks: the Owner should also ensure that they are themselves adequately insured against third party risks as they may be liable for damage caused by their vessels, themselves or their crew whilst on or about the Company’s premises.

9.3 Vessels and their accessories and contents are left at the Owner’s risk and responsibility and the Company is only responsible for loss or damage thereof or thereto caused by the negligence of the Company or its employees. The Owner is strongly advised to remove any items of value not related to the vessel and in respect of any loss or damage not the responsibility of the Company must rely upon his own insurance.

9.4 So far as is permitted by statute and except in the case of death or personal injury caused by the negligence of the Company, the Company shall not be liable to the Owner by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement: for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever which arise out of or in connection with the supply of the Goods or the provision of Works, or their use or re-sale by the Owner.

9.5 This clause applies only where the Company supply goods to a person who buys in the course of a business (“a business customer”). No article supplied by the Company to a business customer shalt carry any warranty or condition of sale, express or implied as to quality, or as to fitness for any particular purpose unless the business customer, when he orders that article, sufficiently explains the purpose for which it is required and makes it clear that he is relying on the Company’s skill and judgement.

9.6 No proprietary article ordered from the Company by name, type and/or size by a business customer shall carry any such warranty or condition of sale, save so far as the Company can pass on a manufacturer’s warranty. In no event does the Company accept liability to a business customer for consequential damage beyond replacement of any faulty or unsuitable article supplied.

9.7 In the interest of safety and expedience, the Company reserves the right to move any vessel and/or gear at its discretion.

9.8 All persons using any part of the Company’s premises and/or facilities for whatever purpose and whether by invitation or otherwise do so at their own risk, unless any injury or damage to a person or property sustained within the premises and/or facilities was caused by, or resulted from, the Company’s negligence or deliberate act or that of those for whom the Company is responsible.

9.9 (a) Subject to paragraph (b) of this Condition no work shall be done to the vessel whilst on the Company’s premises or moorings without the Company’s prior written consent other than minor running repairs or minor maintenance of a routine nature by the Owner, his regular crew, or members of his family not causing any nuisance or annoyance to any other person residing in the vicinity. (b)Prior written consent for work to be carried out on the Company’s premises will not without good cause be withheld where:

(i) the work to be carried out is work for which the Company, or the Company’s concessionaires or those who normally employ a specialist sub-contractor or

(ii) the whole of the work is being carried out under warranty by the manufacturer and/or supplier of the vessel or any part of the Vessel’s equipment to which the warranty relates.

9.10 In all cases where a contract of hire or licence to occupy any moorings, berth, storage, space, property or facilities may be lawfully terminated by notice, the same shall be deemed to be lawfully served if served personally or sent by registered post or recorded delivery service to the last known address in the UK of the Hirer or Licensee.

9.11 Vessels stored at seasonal rates ashore or in mud berths will be launched or put afloat as near the end of the seasonal period as in the Company’s opinion tide, weather conditions and available facilities permit and in such sequence as to avoid moving other vessels for this purpose and also so as to make the most economical use of the facilities at the Company’s disposal. At the Owner’s request the Company will, if possible, launch the vessel at any suitable tide and weather conditions, but the cost of moving other vessels for this purpose and/or any attendant expenses must be paid for by the Owner. Moorings are at all times subject to River and Harbour Authority Rules and Regulations.

10. DOCKING

10.1 It is a mandatory requirement that plans and drawings are submitted to the shipyard for their use to enable the ship to be dry docked safely. The company reserves the right to refuse to dock the vessel if docking plans and drawings are not submitted. The company accepts no liability if any damage has been made to the vessel without plans and drawings/or incorrect plans being submitted.

11. RETENTION OF TITLE AND RISK

11.1 The Vessel and any Goods are at the risk of the Owner as soon as they are delivered by the Company to the Owner,

11.2 Goods shall remain the property of the Company until the Owner has paid the full price for the Goods and together with all storage charges and interest that may be due to the Company under this Agreement.

11.3 Until such time as the property in the Goods passes to the Owner, the Owner shall hold the Goods as the Company’s fiduciary agent and bailee and indemnify the Company in full against any breach of the provisions of this clause.

12. REPLACED PARTS

12.1 Unless agreed in writing between the Company and the Owner prior to Work commencing, all parts replaced during any Work done, except those that have to be returned under warranty or service exchange arrangements, will be retained by the Company for the Owner until the vessel is collected. If the Owner does not specifically ask to take possession of such replaced parts when collecting the vessel then they will become the property of the Company to dispose of as it deems fit.

13. SUB CONTRACTORS

13.1 The Company shall be entitled to carry out its obligations under this Agreement by sub-contractors but shall be responsible for the quality of their work.

14. STATUTORY RIGHTS

14.1 Save as provided for business customers under Clause 9.5, all goods are supplied with the benefit of the appropriate undertakings (particularly as to conformity of goods with description or sample, and as to their quality or fitness for a particular purpose) which are implied by the Sale of Goods Act 1803 as amended. Nothing in these terms shall affect those statutory rights.

15. NOTICE

15.1 All written notices given by the Company to the Owner shall take effect 24 hours after being dispatched by the Company in the normal course of post to the Owner’s address shown above or immediately upon delivery by hand

15.2 Except where notice is required to be given under Clauses 2.3 or 8.9, and except as regards Clause 8.8 , the word ‘Owner’ shall include a Charterer, Master or Authorised Agent.

16. ADDITIONAL ORDERS

16.1 Subject to express agreement to the contrary, all orders written or verbal are accepted on the understanding that the terms and conditions of business set out in this Agreement shall apply to each and every transaction.

17. WARRANTIES

17.1 The Company undertakes that it will use its best endeavours to obtain for the Owner the benefit of any warranty or guarantee given by the manufacturer or importer in respect of the Goods. No warranty is implied nor given on original parts not replaced with new replacement items or works.

18. FORCE MAJEURE

18.1 Any failure by the Company to perform any of its obligations under this Agreement by reason of the performance of any clause being beyond the control of the Company shall be deemed not to be a breach of this Agreement

19. WHOLE AGREEMENT 19.1

This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter

19.2 Each party acknowledges that in entering into this Agreement it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement,

20. SEVERANCE

20.1 If any term or provision of this Agreement shall be held illegal or unenforceable it will to that extent be deemed to be omitted from the Agreement and the validity or enforceability of the remainder of this Agreement shall not be affected.

21. THIRD PARTY RIGHTS

21.1 Nothing in this Agreement shall confer any rights upon any person who is not a party to this Agreement unless expressly provided.

22. PROPER LAW AND JURISDICTION

22.1 This Agreement shall be governed and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts.

BY SIGNING BELOW THE CUSTOMER ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT

Signed:……………………………………………………………. ‘Owner’

Date…………………………………..