1. Scope of this Agreement
1.1 This Agreement shall apply to any Customer of Succorfish.
1.2 In the absence of written confirmation, an Order shall amount to acceptance by the
Customer of this Agreement.
1.3 This Agreement together with any documents referred to within them shall constitute the
entire agreement between the parties.
1.4 The Order constitutes an offer by the Customer to purchase a Product or Service in
accordance with this Agreement.
2. Fees
2.1 Succorfish shall use reasonable endeavors to ensure that the Price of any Product and
Service is accurate from time to time.
2.2 Succorfish reserves the right to increase the Price at their sole discretion.
2.3 The Price is exclusive of VAT.
2.4 The Price is payable:
2.4.1 In the event of purchase of a Product, at the time of the Order unless otherwise
agreed in writing.
2.4.2 In the event of purchase of a Service, Annually.
3. Rights and Obligations of Succorfish
3.1 No employee or agent of Succorfish is authorised to make any representation concerning
the Product(s) or Service(s), unless confirmed in writing.
3.2 Any samples, drawings, sales literature, price lists, illustrations or other representations
contained on Succorfish’s website are produced for the sole purpose of giving an
approximate idea of the Product or Service referred to in them. They shall not form part of
this agreement nor have any contractual force.
3.3 Succorfish may at any time alter or amend, at their sole discretion, any samples,
drawings, sales literature, price lists, illustrations or other representations of the Products
and Services.
3.4 Succorfish may correct or amend any typographical, clerical or other accidental error or
omission in any sales literature, price list or other representation without liability.
3.5 The Order shall only be deemed accepted when Succorfish issues a written acceptance
of the Order.
3.6 Succorfish offers no guarantee or warranty as to the accuracy of the information supplied
by a Service. Succorfish shall in no way be liable for any loss of the Customer caused as
a result of any inaccuracy of the information supplied by a Service.
4. Delivery
4.1 Succorfish shall deliver the Product to the location set out in the Order or such other
location as the parties may agree (Delivery Location).
4.2 The delivery date shall be an estimate only. Time is not of the essence.
4.3 Succorfish shall not be liable for any delay in delivery of the Product or Service.
4.4 Delivery is completed on the completion of the unloading of the Product at the Delivery
Location.
4.5 If Succorfish fails to deliver the Product, its liability shall be limited to the cost or the
Product
4.6 Succorfish shall have no liability for any failure to deliver the Product to the extent that
such failure is caused by a Force Majeure event or the Customer's failure to provide
Succorfish with adequate delivery instructions or any other instructions that are relevant
to the supply of the Product.
5. Title and Risk
5.1 The risk in the Product shall pass to the Customer on completion of delivery.
5.2 Title to the Product shall not pass to the Customer until Succorfish receives payment in
full (in cash or cleared funds) for the Product.
6. Quality
6.1 Succorfish warrants that, unless otherwise agreed in writing, on delivery and for a
period of 12 months from the date of delivery (Warranty Period), the Product shall:
6.1.1 conform in all material respects with their description and
6.1.2 be free from material defects in design, material and workmanship.
6.2 Subject to clause 6.3, if:
6.2.1 the Customer gives notice in writing to Succorfish during the Warranty Period
within a reasonable time of discovery that some or all of the Product(s) do not comply
with the warranty set out in clause 6.1;
6.2.2 Succorfish is given a reasonable opportunity of examining the Product(s); and
6.2.3 the Customer (if asked to do so by Succorfish) returns such Product(s) to
Succorfish’s place of business at the Customer’s cost,
Succorfish shall, at its option, repair or replace the defective Product, or refund the
Price of the defective Product in full.
6.3 Succorfish shall not be liable for the Product(s) failure to comply with the warranty set
out in clause 6.1 if:
6.3.1 the Customer makes any further use of such Product(s) after giving notice in
accordance with clause 6.2;
6.3.2 the defect arises because the Customer failed to follow Succorfish’s oral or
written instructions as to the storage, commissioning, installation, use and maintenance
of the Product(s) or (if there are none) good trade practice regarding the same;
6.3.3 the defect arises as a result of Succorfish following any drawing, design or
specification supplied by the Customer;
6.3.4 the Customer alters or repairs such Product(s) without the written consent of
Succorfish;
6.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal storage or working conditions; or
the Product(s) differ from their description as a result of changes made to ensure they
comply with applicable statutory or regulatory requirements.
6.4 Except as provided in this clause 6, Succorfish shall have no liability to the Customer in
respect of the Product(s) failure to comply with the warranty set out in clause 6.1.
6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest
extent permitted by law, excluded from the Contract.
6.6 These Conditions shall apply to any repaired or replacement Product(s) supplied by
Succorfish.
7. Warranties
7.1 Succorfish warrants to the Customer that it has the full power and authority to enter into and
perform this agreement.
7.2 The Customer warrants and undertakes to Succorfish that it/they have the full power and
authority to enter into and perform this Agreement.
8. Confidentiality and Data Protection
8.1 Each party agrees to keep confidential the terms of this Agreement and all other information
concerning the business or affairs of the other party. This obligation will not apply in the case
of any disclosure required by law, or information which is already publicly available or in the
possession of a party at the time of disclosure by the other (or as a result of a breach of any
confidentiality obligation).
8.2 The Customer agrees that it will not make any disclosure or public statement concerning the
subject matter of this Agreement without Succorfishs prior written approval.
8.3 The Customer and Succorfish will comply with all applicable data protection legislation,
including GDPR.
9. Termination
9.1 Succorfish may terminate this Agreement at any time and for any reason, subject to
providing the Customer with 24 hours written notice.
9.2 Either party may terminate this Agreement immediately by giving written notice to the other
party if the other party commits any material breach of its obligations and/or warranties
under this Agreement.
9.3 The termination of this Agreement shall be without prejudice to any rights of a party accrued
before termination.
10. Liability
10.1 The Customer agrees to defend, indemnify and hold harmless Succorfish and its officers,
directors, agents, affiliates and employees, at all times against all claims, proceedings,
demands, damages, liabilities and costs (including reasonable legal fees) arising in
connection with a breach of this Agreement by the Customer.
10.2 Save for any liability that cannot be limited by law, Succorfish’s liability to the Customer will
be limited to the amount of the Price paid to Succorfish by the Customer and Succorfish
shall have no liability to the Customer for any indirect losses.
10.3 Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded
by law.
10.4 The parties hereby agree that the provisions of this clause 10 shall continue following the
termination of this Agreement.
11. Notices
11.1 Any notice to be given by either party to the other may be served by email, personal service
or by post to the address of the other party
11.2 If sent by email shall, unless the contrary is proved, be deemed to be received on the day it
was sent, if given by letter shall be deemed to have been served at the time at which the
letter was delivered personally or if sent by post shall be deemed to have been delivered in
the ordinary course of post.
12. Force Majure
12.1 A party will not be liable for any failure or delay in performing its obligations under this
Agreement to the extent that this failure is the result of any cause or circumstance beyond
the reasonable control of that party.
12.2 If by reason of force majure a party is unable to perform all or any part of its obligations
under this Agreement for a continuous period of 20 working days, the other party may
terminate this Agreement immediately by written notice.
13. Assignment
This Agreement is personal to and for the sole benefit of the Customer and the Customer
shall not assign, transfer, sub-license, sub-distribute, mortgage, charge or in any other way
dispose of any of its rights, interests or obligations under this Agreement to any person or
organisation.
14. Law and Jurisdiction
14.1 Any dispute arising out of or in connection with these Terms and Conditions, including any
question regarding its existence, validity or termination, shall be subject to the exclusive
jurisdiction of the Courts of England and Wales.
14.2 These Terms and Conditions shall be governed by and construed in accordance with the
laws of England and Wales.
TERMS AND CONDITIONS OF BUSINESS
15. Entire Agreement
15.1 This Agreement constitutes the entire agreement between the parties.
15.2 Each party acknowledges that in entering into this Agreement it does not rely on any
statement, representation, assurance or warranty (whether made innocently or
negligently) that is not set out in this Agreement.
15.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation
based on any statement in this Agreement.
16. General
16.1 If any clause is held by a Court of competent jurisdiction to be illegal or unenforceable,
that part will be severed from all other terms without affecting the validity or enforceability
of all other provisions of these Terms and Conditions.
16.2 Nothing in this Agreement will be deemed to create a partnership or joint venture
between the parties.
16.3 No failure or delay by any party in exercising its rights under this Agreement will operate
as a waiver of that right nor will any single or partial exercise by either party of any right
preclude any further exercise of any other right.
16.4 The Agreement constitutes the entire agreement between the parties and supersedes
and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to its
subject matter. Each party agrees that it shall have no remedies in respect of any
statement, representation, assurance or warranty (whether made innocently or
negligently) that is not expressly set out in the Agreement.
16.5 Each party agrees that it shall: (a) comply with all applicable laws, statutes, regulations
and codes relating to anti-bribery and anti-corruption including but not limited to the
Bribery Act 2010 (“Relevant Requirements”); and maintain in place throughout the term
of this agreement its own policies and procedures, including but not limited to adequate
procedures to ensure compliance with the Relevant Requirements and will enforce them
where appropriate.
16.6 Nothing in this agreement shall exclude or restrict either party’s liability for death or
personal injury resulting from the negligence of that party or for any other liability which
cannot be limited by law.
16.7 Any variation to this Agreement must be in writing and agreed by the parties.
16.8 Succorfish may modify these Terms and Conditions at any time and without liability.
Definitions and Interpretation
In these Terms and Conditions, the following words shall have the following meanings unless
the context dictates otherwise.
“Agreement” means these Terms and Conditions.
“Annually” means each year on the date of the Order.
“Customer” is the entity or person purchasing a Product or Service from Succorfish.
“GDPR” has the meaning given to it in section 3(10) of the Data Protection Act 2018 (as
supplemented by section 205 (4)).
“Order” means the Customer's order for a Product or Service as set out in the Customer's
written acceptance of the Price.
“Personal Data” has the meaning given in the GDPR.
“Price” means the amount of money required to purchase the Product or Service.
“Product” means any item listed for sale by Succorfish from time to time.
“Service” means any technology, owned by Succorfish, which is offered by Succorfish from
time to time.
“Succorfish” means Succorfish Limited (Company Number: 09676542) of 1 Liddell Street,
North Shields Fish Quay, North Shields, Tyne & Wear, England, NE30 1HE.
“User Data” means Personal Data collected from end-users of the PMG Website (whether
through the use of cookies, web beacons or any other technology).
“VAT” means Value Added Tax as defined in Section 1 Value Added Tax Act 1994.
