TERMS AND CONDITIONS OF PURCHASE

1.              PURPOSE & SCOPE.

1.1            These Terms and Conditions of Purchase (these “Terms”) apply to all purchases of raw materials, parts, components, and/or products (collectively, “Products”) and/or services (“Services”) made pursuant to a purchase order or specific contract (the “PO”) by Lewmar Limited. (“Buyer”) from the supplier named on the PO (“Vendor”; together with Buyer, each, a “Party” and collectively, the “Parties”). The Products and/or Services specified in the PO are individually and/or collectively, as the context may require, referred to herein as the “Items”.

1.2            The PO, including any applicable Specifications, and these Terms shall be collectively referred to herein as this “Agreement”. “Specifications” means the technical specifications and other requirements defining the Items approved or provided by Buyer. To the extent of any unavoidable conflict between the terms of the PO and these Terms, the terms of the PO take priority. This Agreement exclusively governs the purchase and supply of any Items set forth in the PO and comprises the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect thereto. Any different or additional terms proposed or purported to apply by Vendor, regardless of when claimed or submitted, are expressly rejected and do not form a part of this Agreement unless agreed to in writing by Buyer.

1.3            Nothing in these Terms shall require Buyer to purchase any minimum quantity of any of Vendor's Items.

2.              PO. Vendor may reject the PO in writing within the period of commitment referred to in the PO or, if no period is provided, within three (3) business days after Vendor’s receipt of the PO. If Vendor does not reject the PO in writing within this time period, the PO shall be deemed accepted by Vendor. Buyer may withdraw the PO at any time prior to acceptance (including, without limitation, after rejection) by Vendor and shall incur no liability whatsoever. To the extent the PO is issued by Buyer after receipt of a quotation from Vendor for the Item(s) listed in the PO, (i) Vendor shall immediately inform the Buyer of any errors, omissions or incompatibilities that it may detect in the PO as compared to the most recent such quotation and (ii) any terms specific to the supply of such Item(s) to Buyer set forth in the most recent quotation on the basis of which Buyer has placed the order confirmation confirming such quotation shall be deemed incorporated by reference into the PO and therefore this Agreement; provided, for the avoidance of doubt, that any general terms and conditions or back of order terms that are set out or referenced in such quotation which are either not specific to the Item(s) to be supplied or are routinely incorporated in all (or substantially all) quotations of Vendor are expressly rejected and excluded in full.

3.              PRICE. The price of each Item is the price stated in the PO (the “Price”). If no price is included in the PO, the Price shall be the price set out in Vendor’s published price list in force as of the date of the PO. Unless otherwise specified in the PO, the Price includes all packaging, transportation costs to the delivery location specified in the PO (or if no delivery location is specified, Buyer’s address as set forth on the PO) (the “Delivery Location”), insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. The Price shall exclude Value Added Tax (“VAT”) if Vendor is registered outside of the United Kingdom and shall include VAT if Vendor is registered in the United Kingdom. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer. All Items shall be priced Delivered Duty Paid, at the Delivery Location pursuant to INCOTERMS 2020 Rules, unless otherwise set forth in the PO or agreed in writing by Buyer. Should the Price be in any currency other than the functional currency of the United Kingdom and the PO does not include any foreign exchange adjustment provisions, Buyer reserves the right to renegotiate the Price if and to the extent the 30-day average foreign exchange rate between such currencies is at any time more than 100 basis points different than the 30-day average foreign exchange rate as of the date of the PO. The adjusted price shall not exceed the equivalent value of the Price agreed at the date of the PO.  

4.              PAYMENT. Unless otherwise specified in the PO, Vendor shall issue an invoice to Buyer upon or any time after delivery of the Items. Buyer shall pay all properly invoiced amounts due to Vendor within 90 days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. All invoices shall be discounted 4% if paid within 30 days of receipt of the invoice. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Vendor against any amount payable by Buyer to Vendor.

5.              COMPLIANCE WITH LAW.

5.1            Vendor shall ensure its compliance and the compliance of all Items with all applicable laws, regulations, directives and ordinances, as amended from time to time, including, without limitation, specifically those concerning health and safety in the workplace, the environment, quality, safety, worker’s health, security, packaging, labeling/marking, import/export, shipping, anti-trust and competition, trade sanctions, anti-bribery and corruption, chemicals and hazardous materials, in force in the jurisdictions of manufacture, supply and/or receipt of the Items and/or notified to Vendor where Buyer will use the Items or sell products incorporating the Items, as well as any specific laws of any jurisdiction notified to Vendor as applying to Buyer, the Items and/or this Agreement (collectively, the “Applicable Laws”). Vendor shall provide Buyer with the information reasonably required by Buyer to utilize the Items in compliance with all Applicable Laws and will inform Buyer as soon as it becomes aware of any changes in Applicable Laws relevant to Buyer or the Items.

5.2            Vendor represents and undertakes that it has obtained and will maintain in effect all necessary licenses, permissions, authorizations, consents and permits (collectively, “Approvals”) to comply with Applicable Laws and to otherwise carry out its obligations under this Agreement. Vendor will provide copies of any Approvals upon Buyer’s reasonable request.

5.3            Vendor shall provide Buyer with a Safety Data Sheet (“SDS”) for each Item that contains regulated, hazardous or toxic substances in a format which complies with Applicable Laws. To the extent an SDS is not required for any Item, Vendor shall still provide Buyer with a written document for each such Item that conveys the equivalent information and contains an accurate written list of all regulated, hazardous and/or toxic substances. If Vendor does not provide a written list of regulated, hazardous and/or toxic substances with the delivery of any Item, Vendor represents and warrants to Buyer that such Item contains no regulated, hazardous or toxic substances. Vendor shall promptly inform Buyer, without request, in writing if an Item ordered but not yet delivered, or already delivered without an appropriate SDS disclosure, could contain any such substances, with such notice specifying the percentage of concentration weight by weight/concentration in percent by mass. Vendor shall ensure complete identification and traceability of all related products to the raw material used and applicable documentation, with all records stored in a controlled environment/suitable manner and according to applicable legal rules such that they remain identifiable, legible, reproducible and available to Buyer for inspection.

5.4            The Parties confirm and agree that any Personal Data exchanged in connection with and/or for the purpose of the performance of this Agreement has been collected and will be exchanged in compliance with the applicable Personal Data protection laws and regulations, as independent data Controllers. The Parties mutually agree to insert any additional contractual measures that may be required by the applicable Personal Data protection laws and regulations to ensure such compliance during the term of this Agreement. “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. “Controller” means the organization determining the purposes and the means of the processing of the Personal Data.

5.5            Vendor shall notify Buyer in writing as soon as reasonably practicable if it knows or has reasonable cause to suspect that any breach of Applicable Laws or this Section 5 has occurred or will occur which affects or could affect Buyer, the Items or Vendor’s performance of its obligations under this Agreement.

5.6            Vendor shall indemnify, defend and hold Buyer and its affiliates harmless from and against any and all losses, costs, fees, liabilities, and damages, including attorneys’ fees and costs of defense, which Buyer may suffer as a result of Vendor’s failure to comply with this Section 5.

6.              VENDOR ITEM AND PROCESS CHANGE REQUEST. Prior to any changes or modifications to any Item or any manufacturing processes previously approved by Buyer, including, without limitation, any modifications to manufacturing locations, designs, processes, cost reductions, materials or drawings, Vendor must submit a request to Buyer describing in detail the requested modifications and whether the changes are permanent or temporary and, if temporary, the time frame associated with the change. No changes or modifications shall be permitted by Vendor until approved in writing by Buyer. Vendor remains liable to ensure that Items and/or processes subject to any changes proposed by Vendor, even if accepted by Buyer, conform to the same quality tests and inspections that were performed on the original Items and manufacturing processes.

7.              QUALITY. Vendor is responsible for quality assurance for all Items and shall establish and maintain a documented quality assurance system, suitable in scope and nature, conforming to the latest state-of-the-art technology. Items shall meet or exceed the Specifications and quality assurance requirements communicated by Buyer in writing prior to Vendor’s acceptance of the PO and any other mutually agreed quality standards. Buyer or its authorized representative may, during normal business hours and upon reasonable prior notice, visit and/or audit Vendor’s facilities to review quality and performance measurements.

8.              CHANGE ORDER. Buyer may request revisions or modifications to the Specifications or the Items at any time upon written request to Vendor. Within ten (10) business days of such request, Vendor shall inform Buyer in writing about the effect of any such requested revisions/modifications with respect to the Price and/or the Delivery Date by providing a cost break down and other supporting documentation. If such revision/modification necessarily results in a deviation in Price and/or Delivery Date, the Parties shall negotiate in good faith an amendment to the applicable conditions. In no event shall the Price be increased or the Delivery Date be delayed as a result of a requested revisions/modifications without Buyer’s prior written consent.

9.              WARRANTY.

9.1            In addition to any implied warranties and those provided by law, Vendor expressly warrants that all Items supplied to Buyer (a) are of the best available design, quality, material, and workmanship, and are without fault or defect of any kind; (b) are fit for the purpose(s) agreed and intended by Buyer; (c) conform to, and perform in accordance with, all descriptions and Specifications for the Items; and (d) will be provided in accordance with all Applicable Laws from time to time in force. The warranties shall be provided for a period of 48 months after delivery from Vendor to Buyer, unless set forth otherwise in the PO. Any replacement or repair of defective Items under warranty leads to a renewal of the warranty period set forth herein with respect to the remedied or replaced Item.

9.2            Vendor further warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

9.3            Defective Items covered under warranty shall, at Buyer’s option, be repaired, reperformed or replaced by Vendor at no charge. If Items covered under warranty have been installed in or attached to another good in accordance with their respective nature or intended use, Vendor shall, at Buyer’s option, (a) remove the defective Item and install or attach the repaired or replaced non-defective Item or (b) pay Buyer’s expenses incurred in connection therewith. Vendor shall bear all costs and expenses associated with removal, installation, repair, remediation and shipment of the defective Items, and shipment and delivery of the repaired or replacement Items, including, without limitation, all labor expenses (including of Buyer and any third-party personnel), if applicable.

9.4            If Vendor fails to comply with its obligation to repair, replace or reperform any Items covered under warranty within a reasonable deadline set by Buyer under the circumstances, Buyer may remedy the defect itself (including, without limitation, by purchasing a replacement Item) or through any third party and shall be entitled to reimbursement from Vendor of all costs and expenses incurred by Buyer in connection therewith.

9.5            In the event of repeated warranty claims for Items already subject to a warranty claim for the same defect, Vendor shall perform a root-cause analysis and take any necessary correction action to remedy the causes of non-conforming items to prevent any recurrence and implement a suitable preventative action plan.

10.            ITEM FAILURE AND LIABILITY.

10.1         Field Failure/Recalls. If Buyer experiences a field failure related to or arising from the Items, Vendor shall analyze the relevant Items and provide a written report within ten (10) days describing the cause of the failure, as well as all related technical testing and information. Vendor shall be responsible for all freight, shipping, and/or transportation costs for the failed Items from the field to Buyer, from Buyer to Vendor, and, if applicable, to any testing facility. If Vendor has reason to believe that the Items could lead to risks to body or life or other damage, including pecuniary losses to third parties, Vendor shall immediately inform Buyer in writing of all such risks and the relevant facts and circumstances giving rise thereto. If Buyer reasonably believes that the Items could lead to risks to body or life or other damage, including pecuniary losses to third parties, Buyer is entitled to take all reasonable measures, including but not limited to, the issuance of public warnings and recall campaigns, at Vendor’s sole expense. Buyer shall inform Vendor as soon as reasonably possible of any such actions taken and give Vendor an opportunity to address the issue. Vendor and Buyer shall cooperate in good faith to eliminate the risks associated with the Items as quickly and efficiently as possible. If Vendor is required by law or otherwise accepts responsibility for conducting any safety-related measures, such as public warnings or recall campaigns, with the advice and consent of Buyer, Vendor shall be responsible for all costs and expenses involved, including any costs and expenses incurred by Buyer. Vendor shall provide Buyer with copies of all relevant safety measure records, including, without limitation, copies of the notices to Buyer’s customers and end-consumers, proofs of mailing, and reports on repairs or replacements made in each individual case. In the event of a recall, Vendor shall be liable for all of Buyer’s costs and expenses for labor, time, processing, shipping and any miscellaneous fees incurred in connection therewith against amounts owed to Vendor. Vendor shall promptly inform Buyer of any recall or other corrective action undertaken on Items delivered by Vendor to or on behalf of Buyer. All recalls, whether mandatory or voluntary, will require Vendor to issue a bill of lading or a call-tag for any and all recalled Items to be returned. Vendor may neither offer a settlement agreement to any third party nor conclude a settlement agreement concerning the Items delivered to or on behalf of Buyer without Buyer’s prior written consent. Vendor’s obligation to supply the Items to Buyer in accordance with all Specifications and without defect shall remain unaffected. Vendor’s obligations stipulated in this Section shall have no effect on any other (statutory or other) rights that Buyer may have. Without limiting any other right or remedy or recovery of damages, Vendor shall be liable to pay to Buyer an administrative fee equal to 5.0% of the total costs incurred by Buyer as a result of or otherwise in connection with any field failure or recall related to or arising from the Items.

10.2         Product Liability Indemnification. Vendor shall indemnify, defend, and hold Buyer and its affiliates harmless from and against any and all losses, costs, fees, liabilities, and damages, including attorneys’ fees and costs of defense, which Buyer may suffer as a result of any defect or fault in the Items supplied to Buyer and/or any recall or field failure caused by any such defect or fault, and/or any third-party claim based on product liability and/or warranty which is related to or arising from the Items.

10.3         Insurance. Vendor is obliged to have and maintain for the duration of this Agreement at its own expense proper general commercial liability and product liability insurance with usual conditions and with a coverage amount of at least GBP 10 million per occurrence. At Buyer’s request, Vendor shall prove the existence of such insurance by presenting a confirmation of insurance and/or other reasonably requested insurance documents.

11.            PACKAGING, SHIPPING, MANUALS.

11.1         Vendor shall suitably pack, mark, and ship all Items in accordance with Buyer’s standards and common carrier requirements. As a minimum, the packaging shall be convenient, safe, robust, eco-efficient and cost-optimized so as to ensure that the Items are delivered in an undamaged and serviceable state. No additional charges may be made to Buyer for transportation, shipping, packing, boxing, cartage, or storage unless otherwise set forth in the PO or authorized by Buyer in writing. Vendor shall properly mark each package/container with Buyer’s PO number and address and, when multiple packages/containers make up a single shipment, shall consecutively number each such package/container. Vendor shall also ensure that such markings include any identification of hazardous or toxic substances that may be required by law. Vendor will include a packing slip in each package/container and, in the case of multiple packages/containers in one carton, will indicate Buyer’s PO number, number of cartons (if applicable), and number of pieces (by Item) in each carton. Buyer’s PO number shall also be shown on all bills of lading, invoices and any correspondence or other documents pertaining to the PO. Packaging material will only be returned by Buyer to Vendor upon written notice before delivery of the Items and at Vendor’s risk of loss and expense.

11.2         It is expressly understood that, unless otherwise agreed, the manuals for the Items shall be prepared in accordance with the Specifications. It is also understood that any warranties given in relation to the Items shall also be deemed to apply to all or part of Vendor's manual(s) on the basis of Vendor's contribution to the preparation of such manual(s).

12.            DELIVERY.

12.1         Unless otherwise stipulated in the PO, the Items shall be delivered (i) Delivered Duty Paid (DDP) at the Delivery Location pursuant to INCOTERMS 2020 Rules if Vendor is registered outside of the United Kingdom and (ii) Delivered At Place (DAP) at the Delivery Location pursuant to INCOTERMS 2020 Rules if Vendor is registered in the United Kingdom. Title and risk of loss passes to Buyer upon delivery of the Items at the Delivery Location (such title and risk of loss shall automatically and immediately revert back to Vendor if such delivery or the Items are ultimately rejected in accordance with this Agreement). The place of performance for all Items is the Delivery Location. Shipments will be made in the quantities listed on the PO and will arrive not more than five (5) days before and zero (0) days after the delivery date set forth in the PO or, if no delivery date is specified, the last business day within the standard lead time indicated in Vendor’s applicable offer or otherwise communicated by Vendor to Buyer in writing before Buyer submits such PO (such date, the “Delivery Date”). Buyer reserves the right to either refuse and return to Vendor at Vendor’s expense or accept delivery and store at Vendor’s expense, including, and without limitation, warehouse and other storage costs and extra-handling costs, any deliveries of Items in greater quantities than ordered or any Items delivered more than five days before or any time after the Delivery Date (and, if rejected for early delivery, Vendor shall redeliver such Items on or no more than five days before the Delivery Date). Notwithstanding the foregoing, to the extent any Items are measured and sold by weight, if Vendor delivers up to 10% more or less than the weight set forth in the PO, Buyer shall not reject the relevant delivery solely by reason of such excess or shortage and shall pay for the overall amount set forth in the PO increased by the price of the delivered exceeding quantity of the Item(s) or discounted of the price of the missing quantity of the Item(s).

12.2         Vendor shall immediately notify Buyer in writing if it anticipates any difficulties in delivering compliant Items in full by the Delivery Date. If Vendor fails to deliver the Items in full by the Delivery Date, Buyer may take any or all of the following actions within its sole discretion: (a) terminate this Agreement immediately by providing written notice to Vendor and Vendor shall indemnify Buyer and its affiliates against any losses, claims, damages, and reasonable costs and expenses directly attributable to Vendor's failure to deliver the Items by the Delivery Date; (b) purchase the Items elsewhere and charge Vendor with any resultant loss; and/or (c) direct Vendor to make expedited routings of the Items at Vendor’s cost and expense.

12.3         If Vendor is in default with delivery of any Items, Buyer shall be entitled to a contractual penalty in the amount of 0.5 % of the net value of the delayed Items for each full working day of delay, up to a maximum of 5.0% of the net value of the delayed Items. Buyer shall still be entitled to assert its other statutory and contractual rights and claims for performance in addition to such contractual penalty. Any contractual penalty paid by Vendor shall be set-off against any claim for damages made by Buyer that is caused by the same delay. Vendor agrees that time is of the essence with respect to Vendor's obligations hereunder and the timely delivery of the Items.

13.            INSPECTION. Any duty of Buyer to inspect the Items is limited to defects that become apparent during the incoming Items inspection, which is limited to checking the delivery documents, visible transport damage, delivery of the wrong Items and delivery of materially less quantity than ordered/invoiced. Acceptance of any Item shall not be conclusive of the absence of any latent defect or otherwise limit any of Buyer’s rights under warranty or Applicable Law. The notification of any rejection for damage, defects, improper Items, improper quantities or otherwise is deemed to be on time if Buyer sends it within ten (10) business days of delivery. If Buyer timely rejects all or any portion of the Items, Buyer has the right, effective upon written notice to Vendor, to: (a) terminate this Agreement in its entirety; (b) accept the Items at a reasonably reduced price; or (c) reject all or any of the Items and require replacement or a refund, at Buyer’s discretion, of the rejected Items. If Buyer requires replacement of the Items, Vendor shall, at its expense, promptly replace the nonconforming or defective Items and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective Items and the delivery of replacement Items. Further, the contractual penalty for delayed delivery set forth in Section 12 shall be applicable for any Items which must be replaced by Vendor for the period between the originally required delivery date and the date the replacement Items are delivered. If Vendor fails to timely deliver replacement Items, Buyer may replace them with goods from a third party and charge Vendor the cost thereof and terminate this Agreement for cause. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Vendor’s obligations under this Agreement, and Buyer shall have the right to conduct further inspections after Vendor has carried out its remedial actions. Buyer may require Vendor to pay all of Buyer’s expenses, damages, losses and costs resulting from any proper rejection of Items hereunder.

14.            INTELLECTUAL PROPERTY.

14.1         Intellectual Property Rights. Each Party shall remain the owner of all intellectual property (“IP”) owned by it before the start of its relationship with the other Party independently or created outside the scope of such relationship (“Background IP”). To the extent paid directly or indirectly by Buyer, development results, including inventions, prototypes, documents and IP (collectively, the “Deliverables”), shall, whenever created by or on behalf of Vendor, vest in and become the sole property of Buyer. Vendor therefore assigns, and shall procure that all third parties assign, to Buyer with full title guarantee, the IP rights in the Deliverables, including any customizations to the Items, but excluding Vendor’s Background IP. Vendor further grants, and shall procure that all third parties grant, to Buyer a royalty free, non-exclusive, worldwide, perpetual, irrevocable (except for material breach by Buyer), sublicensable and transferable right and license to use or have used Vendor’s IP or any third party’s IP, including without limitation all Background IP, required for the processing, sale, use or operation of the Items and the manufacturing and sale of goods which include the Items. This right also includes the right for Buyer to make or have made any changes to the Items or any component (including software) even if covered by Vendor’s or any third party’s intellectual property.

14.2         Intellectual Property Indemnification. Vendor shall indemnify, defend, and hold Buyer and its affiliates harmless from and against all claims, damages, and other liability, including attorneys’ fees and costs of defense, which may be asserted by anyone or incurred arising out of or connected with any claims of patent, copyright or trademark infringement or misappropriation, including attorneys’ fees and costs of defense. In the event that an indemnification claim arises hereunder, Vendor shall inform Buyer promptly thereof and Vendor shall at its own cost and expense and at Buyer’s discretion: (a) procure for Buyer an unconditional, irrevocable, perpetual license to use the Items and to exercise its other rights granted with regard to the Items under this Agreement; or (b) to the extent pre-approved in writing by Buyer, modify or replace the Items so that they comply with Vendor’s warranties and do not infringe any third-party right, without impairing however in any material respect the use, functionality or performance of the Items; and Buyer shall be entitled to cancel all other purchase orders with Vendor for any Items that are subject to the claim and have any infringing or possibly infringing Items returned to Vendor at Vendor’s expense. Vendor shall repay to Buyer the full Price (plus VAT and/or other sales tax if not included) paid by Buyer for any affected Items that are returned or are not useable by Buyer and/or its customer(s). In addition, Buyer shall be entitled to the contractual penalty for delayed delivery of Items in accordance with this Agreement.

15.            TERMINATION.

15.1         Buyer may terminate all or any portion the PO upon at least 60 days’ prior written notice to Vendor; provided that Buyer remains liable to pay for any compliant Items delivered prior to the effective date of such termination.

15.2         Each Party may terminate the PO extraordinarily with immediate effect for good cause, where good cause shall include (a) the other Party being subject to any form of bankruptcy and/or insolvency proceedings or any other similar action indicating its inability to meet its financial obligations; (b) a material deterioration of assets of the other Party which may jeopardize such Party’s performance; (c) a material breach by the other Party of any of its obligations under this Agreement, and such material breach cannot or has not been cured within thirty (30) days after written notice specifying the nature of the breach; (d) the failure by Vendor to timely deliver the ordered Items; and/or (e) any breach of Section 20 and/or 23.2.

15.3         Notwithstanding any termination of the PO, each provision of this Agreement that, in order to give proper effect to its intent, should survive the termination of the PO shall survive such termination of the PO.

16.            CONFIDENTIALITY. To the extent that Buyer and Vendor are parties or otherwise subject to an applicable non-disclosure or confidentiality agreement, the terms and conditions of such agreement shall take precedence over this Section. The receiving Party shall keep all Confidential Information, as defined below, strictly confidential, may only use the disclosing Party’s Confidential Information for the purpose of performing this Agreement and may not disclose or copy any such Confidential Information to third-parties (other than its Authorized Personnel, as defined below, who have a need to know and who have been informed of and have agreed to receiving Party’s obligations hereunder or similar obligations of confidentiality or are professionally bound to confidentiality) unless authorized in advance by the disclosing Party in writing. Upon the disclosing Party’s request, the receiving Party shall promptly return or destroy (and certify to such destruction) all of the disclosing Party’s Confidential Information; provided that the receiving Party and its Authorized Personnel may retain any Confidential Information (a) to comply with Applicable Laws, (b) to the extent necessary to continue to perform its obligations under this Agreement or (c) as part of their respective regular automatic archiving and backup procedures; provided further, however, that any such retained Confidential Information shall remain subject to the terms and conditions of this Section for so long as it remains in the possession or control of the receiving Party or its Authorized Personnel. Each Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to Confidential Information to the extent it is: (i) in the public domain without fault of the receiving Party or its affiliates; (ii) known to the receiving Party at the time of disclosure; (iii) discovered or developed by the receiving Party independently from the Confidential Information and without breaching the terms of this Section; (d) rightfully obtained by the receiving Party on a non-confidential basis from a third party; and/or (iv) required to be disclosed under Applicable Law or court order. The obligations in this Section shall remain in full force and effect for a period of five years after the final delivery of the Items or earlier termination of this Agreement. “Confidential Information” means all confidential or proprietary information of the disclosing Party, including but not limited to, Specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by or on behalf of one Party to the other Party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential". “Authorized Personnel” means, with respect to each Party, its affiliates (i.e. any companies controlled by or controlling the relevant Party under the Applicable Laws) and its and their respective representatives, employees, directors, agents, attorneys, consultants and advisors.

17.            GOVERNING LAW. This Agreement shall be governed by the internal laws of England and Wales without reference to choice of law provisions and specifically excluding the United Nations Convention on Contracts for the International Sale of Goods. The courts at Buyer’s registered office shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, including its subject matter, validity or formation.

18.            FORCE MAJEURE. Neither Party shall be in default of their obligations under this Agreement to the extent their performance is prevented or delayed by any natural disasters, acts of God, civil unrest, wars, government-imposed sanctions, pandemics, or other unforeseeable, unavoidable and serious event (“Force Majeure”). The Party affected by the Force Majeure shall promptly inform the other Party in writing of the existence of (and any updates regarding) such Force Majeure and shall use its best efforts to minimize the duration and impact of such Force Majeure. If the Force Majeure persists for more than thirty (30) days, Buyer may cancel all or any portion of this Agreement with immediate effect without any liability to Vendor. 

19.            CONFLICT MINERALS. At Buyer’s request, Vendor shall conduct an inquiry of all members of its supply chain and complete a questionnaire provided by Buyer regarding the usage of “conflict minerals” (as defined under Applicable Laws, and including specifically for this purpose, the Conflict Minerals provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act) in Items supplied to Buyer to identify the presence and origin of conflict minerals in such Items.

20.            LABOR LAWS.

20.1         Buyer is dedicated to maintaining the highest level of honesty, integrity and candor regarding all aspects of its business. Buyer is committed to (i) operating with duly employed and qualified personnel, (ii) complying with all applicable employment, social security and pension, wage, security at the work-place, insurance and tax laws and regulations where it does business including, without limitation, complying with the laws against child labor, forced labor, and human trafficking, (iii) taking all risks and burdens of the activities, without exception. Buyer will not tolerate and Vendor agrees to ensure, in particular but without limiting any obligations of Vendor under this Agreement or Applicable Laws, that neither it nor any of its subsuppliers or subcontractors, directly or indirectly, use child labor or forced or involuntary labor or traffic, abuse or physically punish any person and/or breach any Applicable Laws.

20.2         Vendor shall hold Buyer fully harmless and indemnified against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of and/or in connection with the activities carried out by it and/or any subsuppliers and/or subcontractors (including in the event of any failure to comply with health and safety, environmental, social security, insurance and tax, social, labor and immigration laws and regulations). If the applicable law requires fault of the respective breaching Party, this shall apply accordingly to Vendor.

21.            SUPPLY CHAIN COMPLIANCE. Vendor shall ensure that its suppliers and sub-suppliers also comply with Sections 19 and 20 of this Agreement. A supplier within the meaning of this Section is anyone whose activities are necessary for the manufacture, performance and/or delivery of the Items, irrespective of whether it has a contractual relationship with Vendor. Buyer is entitled to verify at its own expense by its own employees or third parties by means of an audit on site and/or other suitable measures at least once per year to ensure compliance with Sections 19 and 20 herein. Vendor shall provide reasonable access to all relevant sites, locations, areas, documents, and information for such inspections. Unless otherwise agreed by the Parties, such inspections may only take place during Vendor’s normal business hours and may not substantially interfere with Vendor’s business activities.

22.            CONFLICTS OF INTEREST. Vendor represents and warrants to Buyer that it has no business or professional, personal, or other interest that would conflict in any material manner with the performance of its obligations under this Agreement. If any such actual or potential conflict of interest arises, Vendor shall immediately inform Buyer in writing of such conflict. If Buyer reasonably believes that such a conflict poses a material conflict with the performance of Vendor’s obligations under this Agreement, then Buyer may terminate this Agreement immediately upon written notice to Vendor without further liability to Vendor.

23.            MISCELLANEOUS.

23.1         Amendment. This Agreement may be amended only by an instrument in writing signed by each of the Parties. This also applies to any amendment to this written-form requirement.

23.2         Assignment. Vendor shall not assign, transfer (also as a part of extraordinary transaction, including the transfer of a business unit or the change of control), delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Buyer. Buyer may at any time assign or transfer any or all of its rights or obligations under this Agreement to any affiliate or subsidiary of Buyer or any person acquiring all or substantially all assets of Buyer (or the relevant division of Buyer).

23.3         No Waiver. Neither the waiver by either Party of a breach of or a default under this Agreement, nor the failure of either Party on one or more occasions to enforce any provision of this Agreement or to exercise any right, remedy or privilege hereunder, shall be construed as a waiver of any subsequent breach or default of a similar nature or as a waiver of any such provision, right, remedy or privilege; neither shall any course of dealing between the Parties hereto be so construed; neither shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

23.4         Remedies. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies which a Party would otherwise have at law or in equity.

23.5         Severability. If any provision of this Agreement shall for any reason be determined to be unenforceable, or in violation of any law, order or regulation, such unenforceability or violation shall not affect the remaining provisions of this Agreement. The unenforceable provision or the provision in violation of the law will be replaced or the lacuna remedied by a legally valid and practicable provision that the Parties deem to reflect in economic terms as closely as possible the essence and purpose of the unenforceable provision or the provision in violation of the law or the lacuna.  

23.6         Inurement. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective heirs, personal representatives, successors and assigns.

23.7         Notice. Unless otherwise specified, all notices and communications between Parties under or in connection with this Agreement shall be in writing and sent by registered mail (with return receipt), electronic mail, or courier to the registered address of the other Party.

23.8         Relationship. Vendor is an independent contractor and not the legal representative or agent of, or in partnership with, Buyer. Neither Party has the right or authority to assume, crease or incur any liability or obligation, express or implied, against, in the name of or on behalf of the other Party.

Limited Warranty and Key Terms of Supply by Lewmar

Lewmar warrants that in normal private pleasure boat usage and with proper maintenance its products will conform with their specification for a period of three years from the date of purchase by the end user, subject to the conditions, limitations and exceptions listed below. Any product, which proves to be defective in normal usage during the relevant warranty period, will be repaired or, in Lewmar’s sole and absolute discretion, replaced by Lewmar.

A.  CONDITIONS AND LIMITATIONS

I.            Lewmar’s liability shall be limited to the repair or replacement of any parts of the product which are defective in materials or workmanship.

II.          Responsibility for the selection of products appropriate for the use intended by the end user shall rest solely with the end user and Lewmar accepts no responsibility for any such selection.

III.         Lewmar shall not be liable in any way for product failure or any resulting loss or damage that arises from:

a.   use of a product in an application for which it was not designed or intended;

b.   corrosion, ultra violet degradation or wear and tear;

c.    a failure to service or maintain the product in accordance with Lewmar’s recommendations;

d.   faulty or deficient installation of the product (unless conducted by Lewmar);

e.   any modification or alteration of the product;

f.    conditions that exceed the product’s performance specifications or safe working loads; and/or

g.   abuse of the product.

IV.         Products subject to a warranty claim must be returned to the Lewmar outlet that supplied the products for examination unless otherwise approved by Lewmar in writing.

V.          This warranty does not cover any incidental costs incurred for the investigation, removal, carriage, transport or installation of product.

VI.         Service by anyone other than authorised Lewmar representatives shall void this warranty unless it accords with Lewmar guidelines and standards of workmanship.

VII.        Lewmar’s products are intended for use only in the marine environment. Buyers intending to use them for any other purpose should seek independent professional advice as to their suitability. Lewmar accepts no liability arising from such other use.

VIII.      Any registered warranty is non-transferrable and only applies to the original end user.

IX.         Damages by deformation or bending are not covered by this warranty.

B.  EXCEPTIONS

X.          Cover under this warranty is limited to a period of one year, or such longer period required by applicable laws or regulations, from the date of purchase by the end user in the case of any of the following products or parts of products:

a.    Electric motors and associated electrical equipment

b.    Electronic controls

c.    Hydraulic pumps, valves and actuators

d.    Hatch & Portlight weather seals

e.    Products used in “Grand Prix” racing applications

f.     Products used in commercial or charter applications

g.    Anchor rodes

h.    Series composite gypsy

i.     Pawls, springs and bearings

XI.         Cover under this warranty is limited to a period of 5 (five) years warranty from the date of purchase by the end user in the case of any of the following products or parts of products:

a.    Pro Series windlass

XII.        Cover under this warranty is limited to a period of 7 (seven) years warranty from the date of purchase by the end user in the case of any of the following products or parts of products:

a.    EVO® winch*

XIII.       Provided that the warranty is registered within 90 days of purchase, cover under this warranty is limited to a lifetime guarantee against breakage from the date of purchase by the end user in the case of any of the following products:

a.    Delta® stainless steel and galvanised anchor

b.    C.Q.R.® stainless steel and galvanised anchor

c.    Epsilon stainless steel anchor

XIV.      Provided that the warranty is registered within 90 days of purchase, cover under this warranty is limited to a lifetime guarantee for center stems, drums, feeder arms and gears only, from the date of purchase by the end user, in the case of any of the following products:

a.    EVO® winch* **

b.    Ocean winch**

C.  LIABILITY

XV.        Lewmar’s liability under this warranty shall be to the exclusion of all other warranties or liabilities (to the extent permitted by applicable laws or regulations). In particular (but without limitation) Lewmar shall not be liable for:

1.    Any loss of anticipated turnover or profit or indirect, consequential or economic loss;

2.    Damages, costs or expenses payable to any third party;

3.    Any damage to yachts or equipment;

4.    Death or personal Injury (unless caused by Lewmar’s negligence).

XVI.      Lewmar grants no other warranties regarding the fitness for purpose, use, nature or satisfactory quality of the products. Where applicable law does not permit a statutory or implied warranty to be excluded, then such warranty, to the extent permitted by applicable laws or regulations, shall be limited to a period of one year from the date of purchase by the end user or such longer period required by applicable laws or regulations. 

D.  PROCEDURE
Notice of a claim for defects under this warranty shall be made promptly, but in any event within thirty (30) days, after the defect was or reasonably should have been discovered or such longer period required by applicable laws or regulations, and in writing by the end user to the Lewmar outlet that supplied the product or to Lewmar Limited at Southmoor Lane, Havant, Hampshire PO9 1JJ, England. 
Any claim or action for defects under this warranty shall be commenced within one (1) year after the receipt by Lewmar of the first notice of claim for defects or such longer period required by applicable laws or regulations. 

E.   SEVERANCE CLAUSE
If any clause of this warranty is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the remaining clauses of this warranty and the remainder of the clause in question shall not be affected.

F.   MODIFICATIONS
Lewmar shall not be liable for commitments, promises, or agreements made by any agent or dealer, whether verbally or in writing, that is not in accordance with the content of this document.

G.  LAW
To the extent that the laws of the state or country in which the first end-user is domiciled at the time of purchase of the product do not require the application of the of the laws of such state or country,  this limited warranty shall be governed by and read in accordance with the laws of England.

H.  DISPUTES
To the extent that the laws of the state or country in which the first end-user is domiciled at the time of purchase of the product do not provide for the exclusive jurisdiction of the courts of such state or country, any dispute arising under this warranty may be referred to alternative dispute resolution under the rules of the British Marine Federation or to the Courts of England and Wales. The British Marine Federation may be contacted at Marine House, Thorpe Lea Road, Egham, England, TW20 8BF.

*   EVO® Race+ Series of winches are excluded from this coverage and are subject exclusively to the general 3 years warranty.

** Registered lifetime warranty does not apply to winches over size 65 which are subject exclusively to the general 3 years warranty.

Lewmar, a Lippert brand, is committed to protecting your privacy.

Cookies Policy

IN THIS COOKIES POLICY

References to we, us or our (or words of similar import) means Lewmar Limited, a limited company registered in England (company number: 00620277), whose registered office is Southmoor Lane, Havant, Hampshire, PO9 1JJ United Kingdom. Our VAT registration number is GB 381006482.

References to you mean the person accessing and using the Website (as defined below).

References to Website means the website operated by us or on our behalf, www.lewmar.com.

COOKIES ON OUR WEBSITE

Cookies are small text files stored on your device when you access most websites on the internet or open certain emails. Among other things, cookies allow a website to recognise your device and remember if you've been to the website before. We use the term cookie to refer to cookies and technologies that perform a similar function to cookies (e.g. tags, pixels, web beacons, etc.). Cookies can be read by the originating website on each subsequent visit and by any other website that recognises the cookie.

The Website uses cookies in order to make the Website easier to use, to support the provision of information and functionality to you, as well as to provide us with information about how the Website is used so that we can make sure it is as up to date, relevant and error free as we can. We also use cookies to ensure that our online adverts reflect the interests of web users. Further information about the types of cookies that are used on the Website is set out in the box below.

By using the Website you agree to our use of cookies, including setting and reading cookies on your device. You can choose to restrict or block cookies through your browser settings at any time. For more information about how to do this, and about cookies in general, you can visit www.allaboutcookies.org and www.youronlinechoices.eu. Please note that certain cookies may be set as soon as you visit the Website, but you can remove them using your browser settings.

However, please be aware that restricting or blocking cookies set on the Website may impact the functionality or performance of the Website, or prevent you from using certain services provided through the Website. It will also affect our ability to update the Website to cater for user preferences and improve performance.

COOKIES ON OUR WEBSITE

[Please note that third parties (including, for example, advertising networks and providers of external services like website analysis services) may also use cookies, over which we have 2 no control, although we may receive services from these third parties (including, for example, for targeted advertising purposes and website analytics). These cookies are likely to be performance cookies or targeting cookies (as described below).]

We use the following categories of cookies the Website:

Strictly Necessary

Strictly necessary cookies are essential for the use of the features and services on the Website. If you block these cookies we cannot guarantee access to the services provided through the Website or be sure how the Website will perform during your visit. We use these cookies to:

 Remember products added to your shopping basket

 Remember selections or information you have entered when you navigate to different pages during your session on the Website

 Identify you as being logged in to the Website

Performance

Performance cookies collect information about how the Website is used so that we can improve the site. [All information collected by these cookies is aggregated and therefore anonymous] We use these cookies to:

 Monitor and provide statistics on how the Website is used.

 Help us improve the Website by measuring any errors that occur.

Functional

Functional cookies allow the Website to remember choices you make such as your user name, log in details or language preferences, and any customisations you make to pages on the Website during your visit. If you block these cookies certain features and services may be affected and we cannot be sure how the Website will perform during your visit. We use these cookies to:

 Show you when you're logged in to the Website

Lewmar.com Terms and Conditions of Sale (Lewmar Ltd)

1. THESE TERMS

1.1 What these terms cover.

These are the terms and conditions on which we supply products listed on lewmar.com (our Website) to you as a consumer. Please note that the products that we supply to you are for domestic and private use only.

1.2 Why you should read them.

Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

2. INFORMATION ABOUT US AND HOW TO CONTACT US

2.1 Who we are.

We are Lewmar Limited a company registered in England and Wales. Our company registration number is 00620277 and our registered office is at Southmoor Lane, Havant, Hampshire, PO9 1JJ. Our registered VAT number is GB381006482.

2.2 How to contact us.

You can contact us by telephone (02392 481741) or by writing to us at orders@lewmar.com or Southmoor Lane, Havant, Hampshire, PO9 1JJ.

2.3 How we may contact you.

If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4 "Writing" includes emails.

When we use the words "writing" or "written" in these terms, this includes emails.

3. OUR CONTRACT WITH YOU

3.1 How we will accept your order.

Our acceptance of your order will take place when we email you to confirm your order, at which point a contract will come into existence between you and us.

3.2 If we cannot accept your order.

If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the price or description of the product.

3.3 Your order number.

We will assign an order number to your order and tell you what it is when we confirm your order. It will help us if you can tell us the order number whenever you contact us about your order.

3.4 International delivery.

We deliver to destinations within the United Kingdom and to destinations outside of the United Kingdom. The destinations to which we deliver our products are described in the checkout process.

3.5 If you order Products from our site for delivery to a destination outside of the United Kingdom, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.

3.6 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

3.7 You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.

4. OUR PRODUCTS

4.1 Age restriction. You may only purchase products from our website if you are at least 18 years of age.

4.2 Products may vary slightly from their pictures.

The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images. Although we have made every effort to be as accurate as possible however, all sizes, weights, capacities, dimensions and measurements indicated on our website have a 2% tolerance.

4.3 Product packaging may vary.

The packaging of the product may vary from that shown on images on our website.

5. OUR RIGHTS TO MAKE CHANGES

5.1 Minor changes to the products. We may change the product: (a) to reflect changes in relevant laws and regulatory requirements; and (b) to implement minor technical adjustments and improvements.

5.2 More significant changes to the products and these terms. In addition, as we informed you in the description of the product on our website, we may make the following changes to these terms or the product, but if we do so we will notify you and you may then contact us to end the contract and receive a full refund before such changes take effect.

6. PROVIDING THE PRODUCTS

6.1 Delivery costs. The costs of delivery will be as displayed during the checkout process before you click ‘Confirm card details’.

6.2 When we will provide the products.

During the order process we will let you know when we will provide the products to you. If no specific date is provided, then we will deliver the products to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.

6.3 We are not responsible for delays outside our control.

If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.

6.4 If you are not at home when the product is delivered.

If no one is available at your address to take delivery and the products cannot be posted through your letterbox, you will be contacted informing you of how to rearrange delivery or collect the products from a local depot.

6.5 If you do not re-arrange delivery.

If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs.

6.6 Your legal rights if we deliver late.

You have legal rights if we deliver any products late. If we miss the delivery deadline for any products then you may treat the contract as at an end straight away if any of the following apply: (a) we have refused to deliver the products; or (b) delivery within the delivery deadline was essential (taking into account all the relevant circumstances).

6.7 Setting a new deadline for delivery.

If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause 6.6, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.

6.8 Ending the contract for late delivery.

If you do choose to treat the contract as at an end for late delivery under clause 6.6 or clause 6.7, you can cancel your order for any of the products or reject products that have been delivered. If you wish, you can reject or cancel the order for some of those products (not all of them), unless splitting them up would significantly reduce their value. After that we will refund any sums you have paid to us for the cancelled products and their delivery. If the products have been delivered to you must post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 02392 471841 or email us at orders@lewmar.com for a return label or to arrange collection.

6.9 When you become responsible for the product.

The product will be your responsibility from the time we deliver the product to the address you gave us.

6.10 When you own goods.

You own a product which is goods once we have received payment in full.

7. YOUR RIGHTS TO END THE CONTRACT

7.1 Your right to end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract: (a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or to get some or all of your money back), see clause 9; (b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 7.2; (c) If you have just changed your mind about the product, see clause 7.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;

7.2 Ending the contract because of something we have done or are going to do.

If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are: (a) we have told you about an upcoming change to the product or these terms which you do not agree to (see clause 5.2); (b) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed; (c) there is a risk that supply of the products may be significantly delayed because of events outside our control; or (d) you have a legal right to end the contract because of something we have done wrong (including because we have delivered late (see clause 6.6).

7.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013).

For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.

7.4 When you don't have the right to change your mind.

You do not have a right to change your mind in respect of Products which you have purchased, installed and cannot be removed safely without damage to the Product.

7.5 How long do I have to change my mind?

You have 14 days after the day you (or someone you nominate) receives the goods, unless your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.

8. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)

8.1 Tell us you want to end the contract.

To end the contract with us, you can choose but do not have to use the form set out at the end of these terms which you can send to us by email or post. Alternatively, please let us know by doing one of the following: (a) Phone or email. Call customer services on 02392 471841 or email us at orders@lewmar.com. Please provide your name, home address, details of the order and, where available, your phone number and email address. (b) By post. Print off and complete the form (which can be found at the end of these terms) and post it to us at the address on the form. Or simply write to us at that address, including the information required in the form.

8.2 Returning products after ending the contract.

If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must post them back to us or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on 02392 471841 or email us at orders@lewmar.com for a return number or to arrange collection. The return number must be clearly stated on the exterior or the product that you return. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.

8.3 When we will pay the costs of return.

We will pay the costs of return: (a) if the products are faulty or misdescribed; (b) if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; or In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.

8.4 What we charge for collection.

If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection. The costs of collection will be the same as our charges for standard delivery.

8.5 How we will refund you.

We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.

8.6 Deductions from refunds.

If you are exercising your right to change your mind: (a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount. (b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

8.7 When your refund will be made.

We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then: (a) Your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. (b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind

9. IF THERE IS A PROBLEM WITH THE PRODUCT

9.1 How to tell us about problems.

If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 02392 471841 or write to us at orders@lewmar.com.

9.2 Summary of your legal rights.

We are under a legal duty to supply products that are in conformity with this contract. Nothing in these terms will affect your legal rights. Advice about your legal rights is available from your local Citizens Advice Bureau or Trading Standards office.

9.3 Your obligation to return rejected products.

If you wish to exercise your legal rights to reject products you must post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 02392 471841 or email us at orders@lewmar.com for a return number or to arrange collection. The return number must be clearly stated on the exterior or the product that you return.

10. PRICE AND PAYMENT

10.1 Where to find the price for the product.

The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We use our best efforts to ensure that the price of product advised to you is correct. However please see clause 10.3 for what happens if we discover an error in the price of the product you order.

10.2 We will pass on changes in the rate of VAT.

If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.

10.3 What happens if we got the price wrong?

It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than 7 our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.

10.4 When you must pay and how you must pay.

We accept payment by VISA, MasterCard and PayPal. Please not that we are unable to accept payments by American Express. You must pay for the products before we dispatch them. We will not charge your credit or debit card until we dispatch the products to you.

11. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

11.1 We are responsible to you for foreseeable loss and damage caused by us.

If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.

11.2 We are not liable for business losses.

We only supply the products for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

12. HOW WE MAY USE YOUR PERSONAL INFORMATION

12.1 In the course of our dealings with you we will collect and process personal information about you, including to administer and process your order, and to provide the Products. Further information on the manner in which we process personal information is set out in our Privacy Policy, a copy of which is available on our website.

13. OTHER IMPORTANT TERMS

13.1 We may transfer this agreement to someone else.

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

13.2 You need our consent to transfer your rights to someone else.

You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

13.3 Nobody else has any rights under this contract (except someone you pass your guarantee on to).

This contract is between you and us. No other person shall have any rights to enforce any of its terms.

13.4 If a court finds part of this contract illegal, the rest will continue in force.

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

13.5 Even if we delay in enforcing this contract, we can still enforce it later.

If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

13.6 Which laws apply to this contract and where you may bring legal proceedings.

These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

LEWMAR.COM TERMS AND CONDITIONS OF SALE (LEWMAR INC)

Thank you for visiting our website www.lewmar.com and reviewing these Terms of Sale. The purpose of these Terms of Sale is to inform you of our policies governing your purchase of merchandise from our Site. All references to “Lewmar,” “we,” “our,” and “us” in these terms refer to Lewmar Inc.

Orders and Purchasing

Lewmar reserves the right to refuse any order placed with us, for any reason, with or without notice to you. We may also limit quantities available per person, per household, or per order, including by cancelling or modifying an order that has already been submitted. Lewmar may enforce any such limitations by cross-referencing customer accounts, credit card numbers, and/or billing or shipping addresses. Lewmar reserves the right to limit or prohibit orders that, in its sole judgment and discretion, appear to be placed by dealers, resellers, and/or distributors.

Terms of payment are within Lewmar’s sole discretion. In order to purchase merchandise you may be required to provide complete and accurate personal information, including, without limitation, your name, address, telephone number, email address, credit or debit card information and shipping address. The Privacy Policy associated with this Site explains how such information is collected and used by Lewmar.

Your purchase is subject to limits established by your credit or debit card issuer. You must notify Lewmar immediately of any change in your credit or debit card information, including any change to your home address. Once your order is placed, and your debit or credit card is charged for your purchase our systems will send you an email confirmation. An email is also sent when we finish processing your order. Due to weekends and holidays if you place an order after our order processing deadline you may experience a delay between your shipping confirmation email and the actual shipment of your order. You must pay all amounts accrued in your account, including sales tax and shipping and handling charges, when due. Lewmar may, in its sole discretion, decline service to or terminate any account. By purchasing any merchandise from the Site or any other products offered via the Site, you acknowledge and agree that your credit or debit card is being charged by the payment processor of Lewmar or its vendor (the operator of such product or service).

Sales Tax

For certain purchases of merchandise Lewmar may be required to collect sales tax. In states or regions that impose sales or use tax, a purchase is subject to tax unless specifically exempt. Purchases from the Lemar’s Site are not exempt from sales or use taxes simply because they are made from the Internet or because Lewmar may not be required to collect sales or use tax by any particular state or region. Whether any sales tax will be collected on a given purchase and the amount of tax charged depends on a number of factors. You are responsible for any applicable taxes not collected by Lewmar and certain states require purchasers to file a sales/use tax return annually reporting taxable purchases that were not taxed and to pay such tax. For details, see the website of, or otherwise contact, the applicable taxing authority. If any sales tax will be collected directly by Lewmar in connection with a purchase that amount will be shown either prior to the completion of any purchase or reflected in the final confirmation of that purchase.

Shipping and Handling Charges

The cost of shipping and handling will be determined by the weight of the total of merchandise purchased. Backordered items will be shipped separately as soon as they become available, at no extra cost. We may occasionally offer special promotions for free or discounted shipping. These promotions have strict eligibility requirements. The time frame for the shipment method you selected will begin when the carrier picks it up for delivery. The risk of loss and title for such items passes to you upon our delivery to the carrier. Please allow 1-2 business days for order processing and verification. We are not responsible for any lost, stolen, or damaged shipments. You assume all liabilities related to shipped orders.

Limited Warranty and Key Terms of Supply by Lewmar

Lewmar warrants that in normal usage and with proper maintenance its products will conform with their specifications for a period of three (3) years from the date of purchase by the end user, subject to conditions, limitations and exceptions listed below. Any product which prove to be defective in normal usage during that three (3) year period, will be repaired or, at Lewmar’s option, replaced by Lewmar.

Conditions and Limitations of Warranty

I. Lewmar’s liability shall be limited to the repair or replacement of any parts of the product which are defective in materials or workmanship.

II. Responsibility for the selection of products appropriate for the use intended by you and shall rest solely with you and Lewmar accepts no responsibility for any such selection.

III. Lewmar shall not be liable in any way for product failure, or any resulting loss or damage which arises from:

a) Use of a product in an application for which it was not designed or intended;

b) Corrosion, ultra violet degradation or wear and tear;

c) A failure to service or maintain the product in accordance with Lewmar’s recommendations;

d) Faulty or deficient installation of the product (unless conducted by Lewmar);

e) any modification or alteration of the product; or

f) Conditions that exceed the product’s performance specifications or safe work loadings.

IV. Product subject to warranty claim must be returned to the Lewmar outlet which supplied the product for examinations unless otherwise agreed by Lewmar in writing.

V. This warranty does not cover any incidental costs incurred for the investigation, removal, carriage, transport, or installation of a product.

VI. Service by anyone other than authorized Lewmar representatives shall void this warranty unless it accords with Lewmar guidelines and standards of workmanship.

VII. Lewmar’s products are intended for use only in the marine environment. Buyers intending to use them for any other purpose should seek independent professional as their suitability. Lewmar accepts no liability arising from such other use.

Exception to Warranty

Coverage under this warranty is limited to a period of one (1) year from the date of purchase by the end user in the case of any of the following products or parts of products:

 Electric motors and associated electrical equipment;

 Electronic controls;

 Hydraulic pumps, valves, and actuators;

 Weather seals; and

 Products used in “Grand Prix” racing applications.

Liability Under Warranty

I. Lewmar’s ability under this warranty shall be to the exclusion of all other warranties or liabilities (to the extent permitted by law). In particular (but without limitation):

a. Lewmar shall not be liable for:

 Any loss of anticipated turnover or profit or indirect, consequential or economic loss;

 Damages, costs or expenses payable to any third party;

 Any damage to yachts or equipment; or

 Death or personal injury (unless caused by Lewmar’s negligence).

b. Lewmar grants no other warranties regarding the fitness for purpose use, nature or satisfactory quality of the products.

II. Where applicable law does not permit a statutory or implied warranty to be excluded, then such warranty, if permitted by the end user. Some states and countries do not allow limitations on how long an implied warranty lasts, so this limitation may not apply to you.

Procedure for Warranty

Notice of a claim for service under this warranty shall be made promptly and in writing by the end user to the Lewmar outlet which supplied the product or to Lewmar Inc., located at 351 New Whitfield Street, Guilford, CT 06475.

Return Policy

ALL SALES ARE FINAL. LEWMAR WILL NOT PROVIDE REFUNDS OR CREDIT FOR ANY MERCHANDISE PURCHASED ON THE SITE. WE DO NOT ACCEPT BACK ANY MERCHANDISE. Without limiting the foregoing, Lewmar may provide a refund or credit for any merchandise that was purchased which was damaged or defective. We do our best to ensure that your packages arrive safely and undamaged. Unfortunately, accidents occasionally happen during shipping. If your order arrives damaged or is defective we want to address this problem as soon as possible. Please contact us immediately at ordersusa.lewmar.com and include (i) your order number; (ii) the name of the product you received damaged or defective; and (iii) whether you prefer a refund or a replacement order. We will respond to your message as quickly as we can. In the meantime, please do not throw away your receipt, the original packaging, any other documentation that was included in the shipment or the damaged/defective items. We may ask you to send them back to us (at our expense), or we may ask you to dispose of the items appropriately.

Product Descriptions

Lewmar attempts to be as accurate as possible in the Site’s description of its merchandise. However, Lewmar does not warrant that the product descriptions or other content of any Site is accurate, complete, reliable, current, or error-free.

Pricing

Except where noted otherwise, the price of the item displayed for each product on the Site represents the full retail price listed on the product itself, suggested by the manufacturer or supplier, or estimated in accordance with standard industry practice; or the estimated retail value for a comparably featured item offered elsewhere.

Security

We have industry standards in place to keep your financial information private and safe. All credit card transactions occur in a secure area of our site, to protect you from any loss, misuse or alteration of information collected. If you have additional questions regarding security at Lewmar, please e-mail us at ordersusa@lewmar.com.