Terms and Conditions

Terms and Conditions of Business
 
The following terms and conditions apply to all transactions on www.toddchart.com website. Placing of an order on this website implies acceptance of the following terms and conditions of business:
 
1) PRICES & VAT. All prices are shown in £ sterling (£GBP). Prices are liable to change without notice. There is no VAT payable on books (except logbooks) or paper charts. Prices of items which attract VAT in the UK such as software, log books, electronic charts, and equipment, are shown exclusive of VAT in our site. VAT at 20% for these goods is added to your bill within the shopping cart, if the delivery address is in the UK or another member country of the European Union.
 
2) AVAILABILITY. All products are subject to availability. If your order cannot be fulfilled you will be advised which product is temporarily out of stock, and on which date we expect to ship your order. If a product is permanently discontinued or out of print, we will inform you accordingly, and arrange any refund due.
 
3) PAYMENT. Payment can be made by Visa, MasterCard, American Express, Maestro, Delta and Paypal. Payment is taken automatically by Realex Payments or Paypal at the time you purchase the goods. Payment by Visa and payment by Mastercard requires CVV2/CVC2 verification.
 
4) DESPATCH. If all of the goods you ordered are available at time of order, despatch will usually be made within 2 working days. If any items are temporarily out of stock, we will endeavour to despatch the complete order within 7 working days. We reserve the right to use a courier company for delivery; a signature may be required. If we do stock all the items you ordered, and you must have delivery next day, please mention this in the remarks section, and we will send you a quotation for courier delivery.
 
5) DESPATCH DELAY. Should there be a delay in despatch beyond 7 working days we will notify you. You will be advised of the expected delivery date. If a product is no longer available you will be informed accordingly.
 
6) NON-DELIVERY In the case of non-delivery please wait 7 days from the date your order was despatched in case it has been delayed. If goods are received damaged or faulty please retain the product and contact us within 7 days of receipt, whereupon we will arrange for the item to be exchanged.
 
7) SECURITY. Transactions on our website take place on a secure connection via Realex Payments or PayPal.  We will endeavour to take all reasonable care, in so far as it possible to do so, to keep all details of your order and payment secure, but in the absence of negligence on our part we cannot be held liable for any loss you may suffer if a third party procures unauthorised access to any data you provide when accessing or ordering.
 
8) CANCELLATION.  Under the Consumer Contract Regulations 2014, you have the right to cancel your order within seven days after the day of receipt of the goods, without giving a reason. However, you must bear the costs of returning the goods to us (we strongly advise you to insure the return shipmentand use registered post or a courier service). A refund will be given immediately we receive the goods back in good condition. Software and electronic/digital charts- We can only accept these back if the outer cellophane wrapping is unopened, or licence seal unbroken, or the electronic charts/software are faulty.

Once delivered, e-books cannot be refunded.

9) COMPLAINTS PROCEDURE. Should you ever have cause to make a complaint, we guarantee to respond within two working days.
 
10) Any personal details collected by us during the course of business with you is purely for our internal use and is will not be forwarded or sold to any third party.
 
11) All standard British Admiralty charts are corrected to the latest Notice to Mariners received, but are issued E.& O.E. Imray charts and Admiralty Leisure charts are not corrected to point of sale.

12) AGE. Any orders placed by those aged under 18 must be with the consent of a parent or carer. Any information given by the child must be with the consent of a parent or carer. The card holder must be available to give information in cases where an under 18 is ordering. 
 
THE FOLLOWING CONTRACT TERMS APPLY TO ORDERS NOT ORDERED THROUGH OUR ONLINE SHOP:

Buyer, please note that our best prices are available by purchasing online at www.toddchart.com, where special offers are to be found.  Charts and publications bought at our premises at Navigation House, 85 High Street, BANGOR, BT20 5BD, (by collecting in person, or by ordering by telephone, fax, email, or letter) are sold at full recommended retail prices as advertised by the publisher. You may find cheaper prices by buying online.
 

TODD NAVIGATION TERMS & CONDITIONS OF SALE

NOVEMBER 2015

1)      DEFINITIONS

In these terms and conditions:

Goods means:

provision of navigational data, and other related publications to the customer in physical or hard format, which may include, but not be limited to, charts, pilots, books, corrections, tracings, guides and handbooks, together with associated tools, equipment and other aids for their practical use;
provision of navigational data, and other related publications to the customer, in electronic format(s), which may include, but not be limited to, charts, pilots, books, corrections, tracings, guides and handbooks, together with associated licences, software tools, equipment and other aids for their practical use.

Todd Navigation means the business unit of Todd Chart Agency Limited pertaining to the provision of Goods.

Defective means, in relation to Goods supplied by the Seller, that they do not function materially in accordance with their specification due to a fault in design, material or workmanship or due to a material discrepancy from the contract description, but Goods are not defective if a malfunction is due to anomalies or changes in transmissions from land or satellite stations however caused;

Intellectual Property Rights means:

copyright, patents, database rights and rights in trademarks, designs, know-how and confidential information (whether registered or unregistered);
applications for registration, and the right to apply for registration, for any of these rights; and
all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

Proprietary Software Materials means the software, if any, that constitutes or accompanies the Goods supplied under these terms and conditions and licensed under a separate licence agreement;

2)GENERAL

Every contract of sale between Todd Chart Agency Ltd, trading as Todd Navigation, whose principal place of business is located at 85 High Street, BANGOR, Northern Ireland, BT20 5BD (“the Seller”) and persons contracting with the Seller (“the Buyer”), whether by direct order or by acceptance of a quotation, is subject to these terms and conditions.
All other conditions and terms whether implied by statute, common law or trade usage or expressed by the Buyer are hereby excluded with the exception of conditions expressly accepted by the Seller in writing and conditions and other terms the exclusion of which is prohibited by law.

 

Any variation of these terms and conditions shall not be binding on the parties unless set out in writing, expressed to vary these terms and conditions, and signed by authorised representatives of each of the parties.
The provisions contained in each clause and sub-clause of these terms and conditions shall be enforceable independently of each of the others and their validity shall not be affected if any of the others are invalid.
These terms and conditions prevail should they conflict with any INCOTERMS or similar terms.  Subject thereto, references to ‘EX WORKS’ are to the corresponding INCOTERM 2010 for domestic trade, or “FCA” INCOTERM 2010, for international trade.

 

3)WARRANTY

Save as provided by law, the only warranties and representations relating to the Goods provided by the Seller are those set out in the written documentation (if any) supplied with the Goods in question.

4)PRICES AND PAYMENT

Any quotation by the Seller constitutes an offer on the part of the Seller, which may be withdrawn or varied at any time by the Seller until receipt of the Buyer’s acceptance.   Any order from the Buyer shall constitute the Buyer’s acceptance of the Seller’s quotation and may not be withdrawn by the Buyer.
The prices quoted apply only to the quantities and deliveries specified by the Seller in its quotation or in the acceptance of the Buyer's order.
For charts and Publications, orders are accepted only on condition that products will be invoiced at the price ruling at the date of actual despatch, unless otherwise agreed between the Seller and the Buyer.
Any quotation or offer made by the Seller in respect of the Seller’s Goods will remain valid for a period of 30 days only, unless otherwise expressly agreed in writing.  Seller reserves the right to withdraw or amend the quotation or offer until receipt of the Buyer's acceptance. Any order from the Buyer shall constitute the Buyer's acceptance of the Seller's quotation and may not be withdrawn by the Buyer.
Prices quoted will be based upon the exchange rates prevailing, at the date of quotation. The Seller reserves the right to adjust prices, to reflect any adverse currency movements between the date of quotation and the date of shipment.
Unless otherwise indicated the prices quoted are EX WORKS the Seller’s premises, exclusive of VAT (if any), transit packing materials, installation, carriage, insurance and additional labour. Any VAT due will be paid by the Buyer in addition to the price quoted.
Unless subject to prior written agreement on credit terms, payment will be made within 30 days from the date of invoice.
The Seller reserves the right to levy an interest charge in the event of failure to pay by the due date. Such charge will be at the rate of one percentage point per month (or any part thereof) on the overdue amount from the date that payment is payable until the date payment is made (both dates inclusive).

 

5)TERMS OF PAYMENT

The Buyer shall pay for the Goods and Services without deduction at the price agreed plus V.A.T. (where applicable) within 30 days of invoice date, unless otherwise agreed.
In the event that any invoice is overdue for payment, the Seller reserves the right to disallow any discount otherwise available to the Buyer, and to charge interest on any overdue payment, in accordance with the latest U.K. legislation.
The Seller reserves the right to invoice, and the Buyer agrees to pay for all Goods when ready for shipment, whenever shipment is delayed pursuant to Buyer’s written instruction or for any other reason beyond the Seller’s control.

 

6)PACKING AND INSURANCE

The Seller shall endeavour to prepare all shipments so that they will not break, bend, or otherwise deteriorate in transit, but does not guarantee against such damage.  Unless requested in writing by the Buyer, shipments are not insured by the Seller against damage or loss in transit.   The Seller will place insurance as nearly as possible in accordance with the Buyer’s written instructions and in such case the Seller acts only as an agent of the Buyer.

 

7)DELIVERY

The Seller reserves the right to select the means of transport and the routes in the event of not having specific shipping instructions at the time that the Goods become available for shipment.   All freight charges will be payable by the Buyer unless otherwise agreed between the Seller and the Buyer.
No liability for the delay in delivery will be accepted by the Seller due to act of God, civil or military commotions, fire, labour disturbances, strikes and lock-outs, default by the Seller's suppliers or courier companies, closure of the recipient’s premises due to a public holiday, holidays, lunch breaks, or any other cause beyond the Seller's control.   In the event of delay occurring through any such cause, the delivery date shall be extended for a reasonable length of time but not less than the period of the delay.
Dates given for delivery are approximate only and the Seller shall not be liable for any loss or damage resulting from delay unless the delay: a) is of an unreasonable length; and b) is caused by circumstances other than those mentioned in clause 13.
Subject to clause 12 c), the Seller’s liability under this clause shall be limited to the value of the Goods that are delivered late.

 

8)OWNERSHIP AND RISK

Unless otherwise expressly agreed by the Seller in writing, delivery is deemed to take place and the risk thereupon passes to the Buyer upon exiting the Seller’s works, notwithstanding that the Seller may undertake to install the Goods.
Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of: a) the Goods; and all other sums which are or which become due to the Seller from the Buyer on any account.
Until ownership of the Goods has passed to the Buyer, the Buyer shall:

hold the Goods on a fiduciary basis as the Sellers bailee;
store the Goods (at no cost to the Seller) separately from all other Goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;
not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller.

 

The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:

any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.

 

The Buyer’s right to possession of the Goods shall terminate immediately if:

the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
the Buyer encumbers or in any way charges any of the Goods.

 

The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises or vessel where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
Where the Seller is unable to determine whether any Goods are the Goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all Goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer.
On termination of the Contract, howsoever caused, the Seller’s (but not the Buyer’s) rights contained in this clause 8 shall remain in effect.

 

9)LOSS OR DAMAGE IN TRANSIT

 

Without prejudice to the provisions of clause 8 and subject to clause 12, the Seller shall not in any case be liable for loss or damage to Goods in transit unless:  a) such loss or damage is caused by the Seller’s negligence; and the carriers and the Seller are notified thereof in writing, in the case of damage or shortage, within three days of delivery or, in the case of non-delivery, within a reasonable time after the date upon which the Goods would have been delivered in the normal course of events; and  b) in the case of damage to Goods, those Goods are returned to the Seller, carriage paid, for inspection within seven days of delivery.

 

10)INTELLECTUAL PROPERTY RIGHTS

The Buyer acknowledges that all Intellectual Property Rights in the Goods sold under these terms and conditions and any associated documentation (and any modifications thereof) are, as between the Buyer and the Seller, vested, and shall remain vested, in the Seller. The Buyer undertakes to execute any deeds and documents and do anything the Seller may require to vest all such Intellectual Property Rights in the Seller or its nominees.
The Buyer may not use the Intellectual Property Rights in the Goods supplied for any purpose other than that which is contemplated under these terms and conditions.
Any licence that the Seller may grant to the Buyer to use any Proprietary Software Materials shall not be governed by these terms and conditions.
The Buyer shall not any time without the Seller’s previous written consent:

exhibit any Goods sold by the Seller at any exhibition
take part in or assist at or support or be concerned in any such exhibition of such Goods or any competition, or competitive trials of or relating to such Goods; or
publish or distribute or cause or assist in the publication or distribution of any literature relating to any such exhibition of such Goods or competitive trials or the result thereof.

 

11)CHANGES

If, after the receipt of an order for Goods and before their delivery, improvements are made in their design, the Seller may, on giving notice to the Buyer, incorporate such improvements in those Goods sold, provided that:

the performance and quality of the altered Goods are at least as high as those of the Goods ordered; and
no price variation is made except with the Buyer’s consent; and
delivery is not unreasonably delayed.

If, after the receipt of an order for Goods and/or Service Work and before their delivery, the Buyer gives notice to the Seller of a change in the scope of the order, the Seller may accommodate such changes, subject to the following:

where the changes affect the specification of the Goods or Service Work ordered, and are not deemed material by the Seller, it shall accept the changes and notify the Buyer of any consequential changes to the price and delivery dates as soon as practicable after receipt of the Buyer’s notification;

where any changes are deemed material (for example, the order includes charts printed in the Seller’s premises by Admiralty Print-on-Demand technology, and said charts have already been printed), the Seller reserves the right to apply a cancellation charge, which will be calculated on a case-by-case basis. Such a cancellation charge will be calculated on the basis of an assessment of:

the work done, up to the point of cancellation, by the Seller, its suppliers and contractors;
the costs of materials purchased for the contract; and
the cancellation costs charged to the Seller by its suppliers and contractors and any administrative costs in closing and cancelling the contract, including any associated financing costs.

 

12)LIABILITY

Subject to the provisions of clauses 7 and 12c) the Seller shall not be liable to the Buyer for direct or indirect loss (including, but not limited to, any loss of profits for whatever reason) or damage to persons or property, howsoever arising from the sale, use, installation or servicing of the Goods or any defect therein.
Any software and/or digital data supplied by the Seller is done so ‘as is’ and shall be used by the Buyer at its own risk.  The Buyer shall be responsible for the proper installation, use and update of the software and/or digital data and the Seller accepts no liability resulting from the incorrect installation, use, update and protection thereof; this includes, but is not limited to any issues arising as a result of the following:

Software or hardware viruses, worms, Trojan horses, spyware, malware and adware
Data corruption
Third party software that may cause Seller supplied software and/or digital data not to function correctly
Maintenance of any necessary licenses

Nothing in these terms and conditions limits the Seller’s liability for death or personal injury resulting from negligence where the Seller is prevented by statute from excluding or restricting its liability.

 

13)FORCE MAJEURE

Subject to clause 13 c), neither of the parties shall be liable to the other for any delay or non-performance of its obligations under these terms and conditions arising from any cause or causes beyond its reasonable control including any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion or industrial dispute of a third party, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, accident to (or breakdown of) plant or machinery, shortage of any material, labour, transport, electricity or other supply, or regulatory intervention.
Subject to the party so delaying promptly notifying the other party in writing of the cause and the likely duration of the delay and provided that the party shall use reasonable endeavours to limit the effect of such event on the other party, the performance of the delaying party’s obligations to the extent affected by the delay shall be suspended during the period that the cause persists, provided that if an agreement is not reached to extend the term for performance of the delaying party’s obligations the non-delaying party may by written notice terminate any contract of sale to which these terms and conditions relate.
Nothing in this clause shall affect the Buyer’s obligation to make payments under clause 4.

 

14)GOODS STORED

Where, at the Buyer’s request, Goods are held in storage, the amount due for those Goods shall be invoiced on the date when they would otherwise have been delivered and the Seller accepts no liability for such Goods after the date of invoice. Storage fees will be charged for Goods held for more than one calendar month after such date.

 

 

15)LICENCES, PERMITS AND PERMISSIONS

To the extent that delivery of the Goods and services may be subject to requirements to obtain licences, permits and permissions, the Buyer undertakes to obtain any such licences, permits and permissions, applicable to the import, installation and operation of the Goods, and to provide all necessary assistance, at his own cost and expense, to the Seller, in respect of any export or transit licence, permits and permissions.
The Seller shall not be liable for any delay or failure to obtain any such necessary licences, permits or permissions as a result of any act or omission of the Buyer.

 

16)CONSUMER SALES

If the sale of the Goods to the Buyer is a consumer transaction then nothing in these terms and conditions shall affect the Buyer’s statutory rights.

 

17)THIRD PARTY RIGHTS

Except as expressly stated in these terms and conditions, a person who is not a party to these terms and conditions may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

 

18)PROPER LAW AND JURISDICTION

The supply of Goods and Services shall be governed and construed according to the laws of Northern Ireland and any question of interpretation or dispute shall be settled in the Courts of Northern Ireland or, at the option of the Seller, by arbitration in Northern Ireland by an Arbitrator appointed by the Seller in accordance with the provisions of the Arbitration Act 1996 or any statutory re-enactment or modification thereof.

 

19)TODD NAVIGATION RETURNS POLICY

         RETURNS POLICY

No Goods may be returned prior to Todd Navigation’s written acceptance of a proposed return.  Requests for the return of Goods shall be accepted at the sole discretion of Todd Navigation.
Todd Navigation reserves the right to refuse any request for return that does not comply with this policy and procedure or any other relevant return authorisation.
Digital/Electronic products (including but not limited to software, data delivered electronically or otherwise and/or licences), charts printed to order by Print-on-Demand technology  and non-stock items are excluded from this policy and as such may not be returned.

 

       RETURNS PROCEDURE

A request to return any Goods must be made in writing via email to todd@toddnav.com within 7 (seven) days of original receipt of said Goods. The request must include full details of the Goods, original order number, Buyer account number, relevant despatch number, invoice number and reason for request to Return.
The Goods must be returned to us DDP (Incoterms 2010) at cost to the Buyer via a recognised courier, within 28 days of the return being issued.  The Goods must be returned complete, unused and in their original condition and be on the current Todd Navigation stock list.
Upon inspection and authorised acceptance of the return of Goods, Todd Navigation shall issue a credit note less an administrative charge of 20% of the invoiced value.

 

Upon such acceptance, title in the Goods shall pass immediately to Todd Navigation. 

Terms and Conditions of Business
 
The following terms and conditions apply to all transactions on www.toddchart.com website. Placing of an order on this website implies acceptance of the following terms and conditions of business:
 
1) PRICES & VAT. All prices are shown in £ sterling (£GBP). Prices are liable to change without notice. There is no VAT payable on books (except logbooks) or paper charts. Prices of items which attract VAT in the UK such as software, log books, electronic charts, and equipment, are shown exclusive of VAT in our site. VAT at 20% for these goods is added to your bill within the shopping cart, if the delivery address is in the UK or another member country of the European Union.
 
2) AVAILABILITY. All products are subject to availability. If your order cannot be fulfilled you will be advised which product is temporarily out of stock, and on which date we expect to ship your order. If a product is permanently discontinued or out of print, we will inform you accordingly, and arrange any refund due.
 
3) PAYMENT. Payment can be made by Visa, MasterCard, American Express, Maestro, Delta and Paypal. Payment is taken automatically by Realex Payments or Paypal at the time you purchase the goods. Payment by Visa and payment by Mastercard requires CVV2/CVC2 verification.
 
4) DESPATCH. If all of the goods you ordered are available at time of order, despatch will usually be made within 2 working days. If any items are temporarily out of stock, we will endeavour to despatch the complete order within 7 working days. We reserve the right to use a courier company for delivery; a signature may be required. If we do stock all the items you ordered, and you must have delivery next day, please mention this in the remarks section, and we will send you a quotation for courier delivery.
 
5) DESPATCH DELAY. Should there be a delay in despatch beyond 7 working days we will notify you. You will be advised of the expected delivery date. If a product is no longer available you will be informed accordingly.
 
6) NON-DELIVERY In the case of non-delivery please wait 7 days from the date your order was despatched in case it has been delayed. If goods are received damaged or faulty please retain the product and contact us within 7 days of receipt, whereupon we will arrange for the item to be exchanged.
 
7) SECURITY. Transactions on our website take place on a secure connection via Realex Payments or PayPal.  We will endeavour to take all reasonable care, in so far as it possible to do so, to keep all details of your order and payment secure, but in the absence of negligence on our part we cannot be held liable for any loss you may suffer if a third party procures unauthorised access to any data you provide when accessing or ordering.
 
8) CANCELLATION.  Under the Consumer Contract Regulations 2014, you have the right to cancel your order within seven days after the day of receipt of the goods, without giving a reason. However, you must bear the costs of returning the goods to us (we strongly advise you to insure the return shipmentand use registered post or a courier service). A refund will be given immediately we receive the goods back in good condition. Software and electronic/digital charts- We can only accept these back if the outer cellophane wrapping is unopened, or licence seal unbroken, or the electronic charts/software are faulty.

Once delivered, e-books cannot be refunded.

9) COMPLAINTS PROCEDURE. Should you ever have cause to make a complaint, we guarantee to respond within two working days.
 
10) Any personal details collected by us during the course of business with you is purely for our internal use and is will not be forwarded or sold to any third party.
 
11) All standard British Admiralty charts are corrected to the latest Notice to Mariners received, but are issued E.& O.E. Imray charts and Admiralty Leisure charts are not corrected to point of sale.

12) AGE. Any orders placed by those aged under 18 must be with the consent of a parent or carer. Any information given by the child must be with the consent of a parent or carer. The card holder must be available to give information in cases where an under 18 is ordering. 
 
THE FOLLOWING CONTRACT TERMS APPLY TO ORDERS NOT ORDERED THROUGH OUR ONLINE SHOP:

Buyer, please note that our best prices are available by purchasing online at www.toddchart.com, where special offers are to be found.  Charts and publications bought at our premises at Navigation House, 85 High Street, BANGOR, BT20 5BD, (by collecting in person, or by ordering by telephone, fax, email, or letter) are sold at full recommended retail prices as advertised by the publisher. You may find cheaper prices by buying online.
 

TODD NAVIGATION TERMS & CONDITIONS OF SALE

NOVEMBER 2015

1)      DEFINITIONS

In these terms and conditions:

Goods means:

provision of navigational data, and other related publications to the customer in physical or hard format, which may include, but not be limited to, charts, pilots, books, corrections, tracings, guides and handbooks, together with associated tools, equipment and other aids for their practical use;
provision of navigational data, and other related publications to the customer, in electronic format(s), which may include, but not be limited to, charts, pilots, books, corrections, tracings, guides and handbooks, together with associated licences, software tools, equipment and other aids for their practical use.

Todd Navigation means the business unit of Todd Chart Agency Limited pertaining to the provision of Goods.

Defective means, in relation to Goods supplied by the Seller, that they do not function materially in accordance with their specification due to a fault in design, material or workmanship or due to a material discrepancy from the contract description, but Goods are not defective if a malfunction is due to anomalies or changes in transmissions from land or satellite stations however caused;

Intellectual Property Rights means:

copyright, patents, database rights and rights in trademarks, designs, know-how and confidential information (whether registered or unregistered);
applications for registration, and the right to apply for registration, for any of these rights; and
all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

Proprietary Software Materials means the software, if any, that constitutes or accompanies the Goods supplied under these terms and conditions and licensed under a separate licence agreement;

2)GENERAL

Every contract of sale between Todd Chart Agency Ltd, trading as Todd Navigation, whose principal place of business is located at 85 High Street, BANGOR, Northern Ireland, BT20 5BD (“the Seller”) and persons contracting with the Seller (“the Buyer”), whether by direct order or by acceptance of a quotation, is subject to these terms and conditions.
All other conditions and terms whether implied by statute, common law or trade usage or expressed by the Buyer are hereby excluded with the exception of conditions expressly accepted by the Seller in writing and conditions and other terms the exclusion of which is prohibited by law.

 

Any variation of these terms and conditions shall not be binding on the parties unless set out in writing, expressed to vary these terms and conditions, and signed by authorised representatives of each of the parties.
The provisions contained in each clause and sub-clause of these terms and conditions shall be enforceable independently of each of the others and their validity shall not be affected if any of the others are invalid.
These terms and conditions prevail should they conflict with any INCOTERMS or similar terms.  Subject thereto, references to ‘EX WORKS’ are to the corresponding INCOTERM 2010 for domestic trade, or “FCA” INCOTERM 2010, for international trade.

 

3)WARRANTY

Save as provided by law, the only warranties and representations relating to the Goods provided by the Seller are those set out in the written documentation (if any) supplied with the Goods in question.

4)PRICES AND PAYMENT

Any quotation by the Seller constitutes an offer on the part of the Seller, which may be withdrawn or varied at any time by the Seller until receipt of the Buyer’s acceptance.   Any order from the Buyer shall constitute the Buyer’s acceptance of the Seller’s quotation and may not be withdrawn by the Buyer.
The prices quoted apply only to the quantities and deliveries specified by the Seller in its quotation or in the acceptance of the Buyer's order.
For charts and Publications, orders are accepted only on condition that products will be invoiced at the price ruling at the date of actual despatch, unless otherwise agreed between the Seller and the Buyer.
Any quotation or offer made by the Seller in respect of the Seller’s Goods will remain valid for a period of 30 days only, unless otherwise expressly agreed in writing.  Seller reserves the right to withdraw or amend the quotation or offer until receipt of the Buyer's acceptance. Any order from the Buyer shall constitute the Buyer's acceptance of the Seller's quotation and may not be withdrawn by the Buyer.
Prices quoted will be based upon the exchange rates prevailing, at the date of quotation. The Seller reserves the right to adjust prices, to reflect any adverse currency movements between the date of quotation and the date of shipment.
Unless otherwise indicated the prices quoted are EX WORKS the Seller’s premises, exclusive of VAT (if any), transit packing materials, installation, carriage, insurance and additional labour. Any VAT due will be paid by the Buyer in addition to the price quoted.
Unless subject to prior written agreement on credit terms, payment will be made within 30 days from the date of invoice.
The Seller reserves the right to levy an interest charge in the event of failure to pay by the due date. Such charge will be at the rate of one percentage point per month (or any part thereof) on the overdue amount from the date that payment is payable until the date payment is made (both dates inclusive).

 

5)TERMS OF PAYMENT

The Buyer shall pay for the Goods and Services without deduction at the price agreed plus V.A.T. (where applicable) within 30 days of invoice date, unless otherwise agreed.
In the event that any invoice is overdue for payment, the Seller reserves the right to disallow any discount otherwise available to the Buyer, and to charge interest on any overdue payment, in accordance with the latest U.K. legislation.
The Seller reserves the right to invoice, and the Buyer agrees to pay for all Goods when ready for shipment, whenever shipment is delayed pursuant to Buyer’s written instruction or for any other reason beyond the Seller’s control.

 

6)PACKING AND INSURANCE

The Seller shall endeavour to prepare all shipments so that they will not break, bend, or otherwise deteriorate in transit, but does not guarantee against such damage.  Unless requested in writing by the Buyer, shipments are not insured by the Seller against damage or loss in transit.   The Seller will place insurance as nearly as possible in accordance with the Buyer’s written instructions and in such case the Seller acts only as an agent of the Buyer.

 

7)DELIVERY

The Seller reserves the right to select the means of transport and the routes in the event of not having specific shipping instructions at the time that the Goods become available for shipment.   All freight charges will be payable by the Buyer unless otherwise agreed between the Seller and the Buyer.
No liability for the delay in delivery will be accepted by the Seller due to act of God, civil or military commotions, fire, labour disturbances, strikes and lock-outs, default by the Seller's suppliers or courier companies, closure of the recipient’s premises due to a public holiday, holidays, lunch breaks, or any other cause beyond the Seller's control.   In the event of delay occurring through any such cause, the delivery date shall be extended for a reasonable length of time but not less than the period of the delay.
Dates given for delivery are approximate only and the Seller shall not be liable for any loss or damage resulting from delay unless the delay: a) is of an unreasonable length; and b) is caused by circumstances other than those mentioned in clause 13.
Subject to clause 12 c), the Seller’s liability under this clause shall be limited to the value of the Goods that are delivered late.

 

8)OWNERSHIP AND RISK

Unless otherwise expressly agreed by the Seller in writing, delivery is deemed to take place and the risk thereupon passes to the Buyer upon exiting the Seller’s works, notwithstanding that the Seller may undertake to install the Goods.
Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of: a) the Goods; and all other sums which are or which become due to the Seller from the Buyer on any account.
Until ownership of the Goods has passed to the Buyer, the Buyer shall:

hold the Goods on a fiduciary basis as the Sellers bailee;
store the Goods (at no cost to the Seller) separately from all other Goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;
not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller.

 

The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:

any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.

 

The Buyer’s right to possession of the Goods shall terminate immediately if:

the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
the Buyer encumbers or in any way charges any of the Goods.

 

The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises or vessel where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
Where the Seller is unable to determine whether any Goods are the Goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all Goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer.
On termination of the Contract, howsoever caused, the Seller’s (but not the Buyer’s) rights contained in this clause 8 shall remain in effect.

 

9)LOSS OR DAMAGE IN TRANSIT

 

Without prejudice to the provisions of clause 8 and subject to clause 12, the Seller shall not in any case be liable for loss or damage to Goods in transit unless:  a) such loss or damage is caused by the Seller’s negligence; and the carriers and the Seller are notified thereof in writing, in the case of damage or shortage, within three days of delivery or, in the case of non-delivery, within a reasonable time after the date upon which the Goods would have been delivered in the normal course of events; and  b) in the case of damage to Goods, those Goods are returned to the Seller, carriage paid, for inspection within seven days of delivery.

 

10)INTELLECTUAL PROPERTY RIGHTS

The Buyer acknowledges that all Intellectual Property Rights in the Goods sold under these terms and conditions and any associated documentation (and any modifications thereof) are, as between the Buyer and the Seller, vested, and shall remain vested, in the Seller. The Buyer undertakes to execute any deeds and documents and do anything the Seller may require to vest all such Intellectual Property Rights in the Seller or its nominees.
The Buyer may not use the Intellectual Property Rights in the Goods supplied for any purpose other than that which is contemplated under these terms and conditions.
Any licence that the Seller may grant to the Buyer to use any Proprietary Software Materials shall not be governed by these terms and conditions.
The Buyer shall not any time without the Seller’s previous written consent:

exhibit any Goods sold by the Seller at any exhibition
take part in or assist at or support or be concerned in any such exhibition of such Goods or any competition, or competitive trials of or relating to such Goods; or
publish or distribute or cause or assist in the publication or distribution of any literature relating to any such exhibition of such Goods or competitive trials or the result thereof.

 

11)CHANGES

If, after the receipt of an order for Goods and before their delivery, improvements are made in their design, the Seller may, on giving notice to the Buyer, incorporate such improvements in those Goods sold, provided that:

the performance and quality of the altered Goods are at least as high as those of the Goods ordered; and
no price variation is made except with the Buyer’s consent; and
delivery is not unreasonably delayed.

If, after the receipt of an order for Goods and/or Service Work and before their delivery, the Buyer gives notice to the Seller of a change in the scope of the order, the Seller may accommodate such changes, subject to the following:

where the changes affect the specification of the Goods or Service Work ordered, and are not deemed material by the Seller, it shall accept the changes and notify the Buyer of any consequential changes to the price and delivery dates as soon as practicable after receipt of the Buyer’s notification;

where any changes are deemed material (for example, the order includes charts printed in the Seller’s premises by Admiralty Print-on-Demand technology, and said charts have already been printed), the Seller reserves the right to apply a cancellation charge, which will be calculated on a case-by-case basis. Such a cancellation charge will be calculated on the basis of an assessment of:

the work done, up to the point of cancellation, by the Seller, its suppliers and contractors;
the costs of materials purchased for the contract; and
the cancellation costs charged to the Seller by its suppliers and contractors and any administrative costs in closing and cancelling the contract, including any associated financing costs.

 

12)LIABILITY

Subject to the provisions of clauses 7 and 12c) the Seller shall not be liable to the Buyer for direct or indirect loss (including, but not limited to, any loss of profits for whatever reason) or damage to persons or property, howsoever arising from the sale, use, installation or servicing of the Goods or any defect therein.
Any software and/or digital data supplied by the Seller is done so ‘as is’ and shall be used by the Buyer at its own risk.  The Buyer shall be responsible for the proper installation, use and update of the software and/or digital data and the Seller accepts no liability resulting from the incorrect installation, use, update and protection thereof; this includes, but is not limited to any issues arising as a result of the following:

Software or hardware viruses, worms, Trojan horses, spyware, malware and adware
Data corruption
Third party software that may cause Seller supplied software and/or digital data not to function correctly
Maintenance of any necessary licenses

Nothing in these terms and conditions limits the Seller’s liability for death or personal injury resulting from negligence where the Seller is prevented by statute from excluding or restricting its liability.

 

13)FORCE MAJEURE

Subject to clause 13 c), neither of the parties shall be liable to the other for any delay or non-performance of its obligations under these terms and conditions arising from any cause or causes beyond its reasonable control including any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion or industrial dispute of a third party, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, accident to (or breakdown of) plant or machinery, shortage of any material, labour, transport, electricity or other supply, or regulatory intervention.
Subject to the party so delaying promptly notifying the other party in writing of the cause and the likely duration of the delay and provided that the party shall use reasonable endeavours to limit the effect of such event on the other party, the performance of the delaying party’s obligations to the extent affected by the delay shall be suspended during the period that the cause persists, provided that if an agreement is not reached to extend the term for performance of the delaying party’s obligations the non-delaying party may by written notice terminate any contract of sale to which these terms and conditions relate.
Nothing in this clause shall affect the Buyer’s obligation to make payments under clause 4.

 

14)GOODS STORED

Where, at the Buyer’s request, Goods are held in storage, the amount due for those Goods shall be invoiced on the date when they would otherwise have been delivered and the Seller accepts no liability for such Goods after the date of invoice. Storage fees will be charged for Goods held for more than one calendar month after such date.

 

 

15)LICENCES, PERMITS AND PERMISSIONS

To the extent that delivery of the Goods and services may be subject to requirements to obtain licences, permits and permissions, the Buyer undertakes to obtain any such licences, permits and permissions, applicable to the import, installation and operation of the Goods, and to provide all necessary assistance, at his own cost and expense, to the Seller, in respect of any export or transit licence, permits and permissions.
The Seller shall not be liable for any delay or failure to obtain any such necessary licences, permits or permissions as a result of any act or omission of the Buyer.

 

16)CONSUMER SALES

If the sale of the Goods to the Buyer is a consumer transaction then nothing in these terms and conditions shall affect the Buyer’s statutory rights.

 

17)THIRD PARTY RIGHTS

Except as expressly stated in these terms and conditions, a person who is not a party to these terms and conditions may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

 

18)PROPER LAW AND JURISDICTION

The supply of Goods and Services shall be governed and construed according to the laws of Northern Ireland and any question of interpretation or dispute shall be settled in the Courts of Northern Ireland or, at the option of the Seller, by arbitration in Northern Ireland by an Arbitrator appointed by the Seller in accordance with the provisions of the Arbitration Act 1996 or any statutory re-enactment or modification thereof.

 

19)TODD NAVIGATION RETURNS POLICY

         RETURNS POLICY

No Goods may be returned prior to Todd Navigation’s written acceptance of a proposed return.  Requests for the return of Goods shall be accepted at the sole discretion of Todd Navigation.
Todd Navigation reserves the right to refuse any request for return that does not comply with this policy and procedure or any other relevant return authorisation.
Digital/Electronic products (including but not limited to software, data delivered electronically or otherwise and/or licences), charts printed to order by Print-on-Demand technology  and non-stock items are excluded from this policy and as such may not be returned.

 

       RETURNS PROCEDURE

A request to return any Goods must be made in writing via email to todd@toddnav.com within 7 (seven) days of original receipt of said Goods. The request must include full details of the Goods, original order number, Buyer account number, relevant despatch number, invoice number and reason for request to Return.
The Goods must be returned to us DDP (Incoterms 2010) at cost to the Buyer via a recognised courier, within 28 days of the return being issued.  The Goods must be returned complete, unused and in their original condition and be on the current Todd Navigation stock list.
Upon inspection and authorised acceptance of the return of Goods, Todd Navigation shall issue a credit note less an administrative charge of 20% of the invoiced value.

 

Upon such acceptance, title in the Goods shall pass immediately to Todd Navigation.