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General Terms and Conditions of Business

Theses terms of contract set out the basis on which the offer is made. Specific clauses may be varied at the request of the Client provided both Turner & Co (Gibraltar) Ltd and the Client in writing agree such changes (see condition 4 below).  Where the Client has sent out a specimen contract in the Terms of Reference, Turner & Co (Gibraltar) Ltd agrees to abide by clauses in the contract unless otherwise stated in the proposal.

  1. Definitions
    • In these terms and conditions (‘the conditions’) the following words and Phrases shall have the meaning of meanings set out below:
  • ‘Client’ means the contracting party for whom Services are performed by Turner & Co (Gibraltar) Limited;
  • ‘Contract’ means the contract between Turner & Co (Gibraltar) Limited and the Client for performance of Services and incorporating the Conditions;
  • ‘Proposal’ means the document in writing in which Turner & Co (Gibraltar) Limited offers to carry out Services for the Client;
  • ‘Services’ means any activity of service or advice by Turner & Co (Gibraltar) Limited.
    • Headings have been included for convenience only and shall not affect the construction or interpretation of the Conditions.
  1. Turner & Co (Gibraltar) Limited Assurance
    • Turner & Co (Gibraltar) Limited shall exercise all reasonable skill, care and diligence in the performance of the Services in accordance with provision of the Proposal.
    • Turner & Co (Gibraltar) Limited intends to employ the methods, procedures, techniques, personnel and sources of information set out in the Proposal but reserves the right to vary theses at its discretion. Any significant variations will be undertaken in consultation with the Client.
    • Except as provided in Condition 11, Turner & Co (Gibraltar) Limited will not materially alter the scope of the services without the Client’s consent. In respect of some Services, it may be difficult to specify the precise nature of the activities required to perform the Services prior to the commencement to the work.  In the event that Turner & Co (Gibraltar) Limited considers during the provision of the Services that a material change of addition will be required in order for it to perform the Contract, it shall notify the Client of such change and enter into negotiations with the Client in good faith concerning any changes to the terms of the Proposal of Contract.
  2. Confidentiality
    • All reports, surveys, audits, consultancy, presentations, opinions and other documents produced or commissioned by Turner & Co (Gibraltar) Limited will be treated by Turner & Co (Gibraltar) Limited as confidential to the Client for whom they were prepared and will not be disclosed or passed to any third party without the prior consent of the Client, unless the same shall have already been made public by the Client of otherwise or otherwise shall have entered the public domain otherwise than through a breach by Turner & Co (Gibraltar) Limited of this Condition.
    • All such reports, surveys, etc referred to in Condition 3.1 will be prepared and made exclusively for the Client and Turner & Co (Gibraltar) Limited will accepts no liability of whatsoever nature for claims from third parties to whom the contents of such reports, surveys, etc made known directly or indirectly by the Client, in respect of which claims the Client shall indemnify Turner & Co (Gibraltar) Limited against any loss, damage, cost or expenses of whatsoever nature suffered by Turner Shipping Limited.
    • Unless otherwise agreed in writing by the Client, Turner & Co (Gibraltar) Limited retains the right to include references to the Services in its promotional material. Such references shall not include confidential material.
    • Permission shall be sought from Turner & Co (Gibraltar) Limited in all cases in which a company which is party to a contract with Turner & Co (Gibraltar) Limited wishes to use the name Turner & Co (Gibraltar) Limited in publicity material or any other material relating to good business practice.
  3. Application of Conditions
    • Save as otherwise expressly agreed in writing signed by a Director of Turner & Co (Gibraltar) Limited, the Conditions shall be deemed to be incorporated in the Contract and shall apply to the total exclusion of any terms and conditions of the Client.
    • In the event that the Client does not expressly accept the Conditions they shall be deemed to have been accepted by the Client upon the making of any application to Turner & Co (Gibraltar) Limited for the provisions of Services.
    • In the event of any conflict between the Conditions and any special conditions referred to in the Proposal, the terms of the Proposal shall apply.
    • Cancellation of planned work within 5 days of the work shall be paid for in full by the Client.
  4. Notices

Any notice to be given under the Contract or the Conditions shall be in writing and sent by facsimile transmission or forwarded by prepaid post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have given on the date facsimile transmission or on the day following that on which the notice was posted.

  1. Governing Law

The Contract and these Conditions shall be governed by Gibraltar Law and the Client consents to the exclusive jurisdiction of the Gibraltar Courts in all matters regarding the Contract or the Conditions.

  1. Financial Arrangements

7.1     Unless the proposal provides otherwise, the fees referred to constitute Turner & Co (Gibraltar) Limited estimate of the charges required for completion of the Services.

 

 

7.2 Invoices are payable within 30 days of their receipt by the Client, Turner & Co (Gibraltar) Limited shall be entitled to charge interest on any amount due to it and that are overdue by more than 60 days at the rate of 2 per cent over the base rate for the time being of the Natwest Bank  Ltd. The fee structure assumes prompt payment of invoices and, in addition to any other rights which Turner & Co (Gibraltar) Limited may have respect of late payment, Turner & Co (Gibraltar) Limited may, upon giving 7 days notice to the Client at any time after any amount shall become due to it, suspend the provisions of any Services (and any activities relating thereto) without incurring any liability to the Client until such time as Turner & Co (Gibraltar) Limited receives all amount (and any interest thereon) due to it from the Client.

  1. Limitation of Turner & Co (Gibraltar) Limited’s Liability

8.1     In the event that any of the Services are materially deficient as a result of       Turner & Co (Gibraltar) Limited failing to provide the same in accordance with it assurance in Condition 2.1, the extent of Turner & Co (Gibraltar) Limited’s liability shall be limited to the re-performance of the Services at its own cost up to the amount paid by the Client under the Contract.

  • Save as provided otherwise in these Conditions, Turner & Co (Gibraltar) Limited shall not be liable for any loss (including indirect & consequential loss), omission, damage, delay, market loss, cost or expenses, assessment failure of whatsoever nature or kind and howsoever sustained or occasioned.
  • Turner & Co (Gibraltar) Limited’s liability to the Client under a Contract shall cease upon the expiry of one year from the completion of the Contract save in respect of any claims notified in details to Turner & Co (Gibraltar) Limited in writing prior to the expiry of such period.
  1. Insurance

Turner & Co (Gibraltar) Limited undertakes to maintain cover for Professional Indemnity Insurance during the course of the Services. Details of these policies are available on request.

  1. Termination of Contracts
  • The Contract may be terminated in whole or in part in writing by Turner & Co (Gibraltar) Limited or the Client in the event of substantial or material failure by the other party to fulfil its obligation under the Contract providing that no such termination may be effective unless the other party is given not less than 30 calendar days written notice of intention to terminate.
  • A final invoice will be calculated on the 1st of the month following the expiry of the notice to terminate (‘the effective date of termination’). Where termination of contract or commission occurs before the planned date (as previously agreed between Turner & Co (Gibraltar) Limited and the Client), an additional charge will be levied on the final invoice.  The additional charge is designed as compensation to Turner & Co (Gibraltar) Limited for the recovery of cost for the demobilization and re-assignment of personnel and equipment on short notice.
  • Where the method of payment is based on a ‘lump sum’ the final invoice will be based on the percentage of work completed to the effective date of termination plus an additional charge of 20 per cent of outstanding fees.
  • Where the method of payment is based on time and materials, the final

Invoice will be based on reimbursement for all Services and expenses associated with the Contract plus an additional charge.  The charge will be waived if Turner & Co (Gibraltar) Limited terminates the contract; it will also be waived for time and expenses projects providing 60 calendar days notice of termination is given and staff are utilised on this contract during those 60 days as anticipated by Turner & Co (Gibraltar) Limited and the Client prior to notice of termination.  In all other cases, the final invoice will include an additional charge equivalent to a further 2 months work less any work actually undertaken during this period.

  • Where a commissioned Client requires Turner & Co (Gibraltar) Limited to undertake work, Turner & Co (Gibraltar) Limited will complete any outstanding work to its contracted conclusion, prior to commitment of any new contracted work and will not renew any commissioned work with that client until the revised contract is completed.

11       Force Majeure, etc

  • Turner & Co (Gibraltar) Limited shall not be liable to the Client if the provision of the Services is delayed or prevented by any one or more of the following circumstances:
  • The Client’s failure to provide facilities, access or information;
  • Fire or storm or tempest;
  • Unavailability of labour, materials or services;
  • Process shutdown;
  • Acts of God or the public enemy;
  • Riot or civil commotion of war;
  • Strikes or labour disputed or industrial action;
  • Act or regulations of any governmental or other agency;
    • In any of those events Turner & Co (Gibraltar) Limited and the Client shall enter into negotiations in good faith with a view to agreeing such amendments of variations to the Contract as shall be acceptable to them.
  1. Disputes

If any dispute or difference shall arise between Turner & Co (Gibraltar) Limited and the Client concerning the meaning or effect of these Conditions or of any Contract between them to which the Conditions apply then if the same cannot be settled amicably within 30 days of the dispute or difference arising, at the discretion of Turner & Co (Gibraltar) Limited it shall be referred to Mediation/Arbitration of a single mediator/arbitrator to be agreed by the parties within 15 days of the expiry of the 30 day period referred to.  The costs of any such arbitration shall be in the discretion of the Mediator/Arbitrator whose award shall be considered and taken by Turner & Co (Gibraltar) Limited and the Client as final and binding.