1. Overriding provisions
Unless otherwise agreed in writing, all orders placed (whether verbally or in writing) & all goods & services sold or provided by the Company are subject to & upon these terms & conditions which, the Customer shall be deemed to have agreed to be bound by as the standard terms of business in relation to all present & future dealings between parties. The Company does not contract on the Customer’s terms & conditions & acceptance or counter offer by a Customer following an offer or quotation by the Company shall be deemed to have been made on the understanding that these terms & conditions shall apply to any contract subsequently concluded to the exclusion of any other terms & conditions to which such acceptance or counter-offer may have been expressed to be subject or which might otherwise apply.
2.1 The Company reserves the right to accept verbal orders but such orders shall always be confirmed in writing by returning the signed order confirmation to the Company. The Company has the right to refuse any order.
2.2 The Customer may not cancel any order once accepted in writing without the Company’s written consent & the Customer agrees to accept liability for all expenses or loss incurred by the Company in relation to such cancellation.
2.3 All technical drawings, documentation or any other information whatsoever (together with the intellectual property rights therein) which the Company has submitted to the Customer prior to the cancellation of the order shall remain the property of the Company & shall be returned to the Company immediately upon cancellation.
3.1 All tenders of quotations by the Company are valid for 30 days only, from the date of quotation, unless otherwise varied in writing & the Company reserves the right to withdraw the tender or quotation within that 30 day period.
3.2 Or at any time.
3.2 No quotation or tender by the Company nor the publication by the Company of any other document shall place the Company under any duty of liability to the Customer & whilst all reasonable care will be taken in the compilation of such tender quotation and/or other documents as aforesaid the accuracy is not guaranteed or warranted.
3.3 The price stated in a sale contract under the terms of which the Company is to provide goods or services will be based on information available to the Company at the date the contract is prepared & if between that date & the date on which the order is confirmed to the Company by the Customer there shall be any variation in the cost of materials, labour or overheads to the Company the contract price may in the absolute discretion of the Company be increased to take account of any such variation.
4.1An invoice for goods or services supplied by the Company will be paid in full by the Customer within 30 days of being issued by the Company without any deduction, set off or counter-claim by the Customer unless a written agreement has been signed off by the parties.
4.2 All bank charges shall be met by the Customer.
4.3 In the event of non-payment by the Customer of an invoice rendered by the Company within 30 days of the same being issued (“the due date”), the Company shall be entitled in addition to all other rights to enter upon any land or premises where the goods supplied by the Company are located & recover possession of the same.
4.4 In the event of non-payment by the due date the Customer shall lose any discount granted by the Company & the full price for the goods or services shall become payable by the Customer.
4.5 Interest at the rate of 1% above the bank of Scotland base lending rate from time to time shall apply to all sums remaining unpaid after the due date on invoices rendered by the Company.
4.6 Until full payment has been received by the Company for all the goods supplied and/or services rendered at any time by the Company to the
Customer:- i) the property & goods shall remain the property of the Company; ii) should the goods be converted in to a new product whether such conversion involves use of any other goods or thing whatsoever & in whatever proportion, the conversion shall be deemed to have been effected on behalf of the Company & the Company shall have the full legal & beneficial ownership of the new product; iii) subject to (iv) & (v) below the Customer shall be at liberty to sell the goods in the product referred to in (ii) in the ordinary course of business on the irrevocable condition that the proceeds of sale shall immediately be remitted to the Company to whom the Customer shall account on demand: iv) the Company may at any time revoke the Customer’s power of sale of goods supplied by the Company by notice to the Customer if the Customer has failed to pay an invoice on the due date or any sum whatsoever due to the Company (whether in respect of the goods or any other goods supplied or services rendered at any time by the Company to the Customer) remains unpaid or if the Company has a bona fide doubt as to the solvency of the Customer; v) the Customer’s power of sale of goods supplied by the Company shall automatically cease if an administrator or receiver is appointed over assets or the undertaking of the Customer or a winding up order is made against the Customer or the Customer goes in to voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or causes a meeting of or makes any arrangement or composition for the benefit of creditors or commits any act of bankruptcy: vi) upon the revocation of the Customer’s power of sale of goods supplied by the Company under (iv) or (v) above the hall place the goods & products supplied to it by the Company at the disposal of the Company who shall be entitled to enter upon any premises of the Customer for the purpose of removing such goods & products from the premises (including severance from the realty where necessary).
If the Customer is an individual or a partner in a partnership & has bankruptcy or insolvency proceedings initiated against him or her or is declared bankrupt or makes a composition or arrangement with or for the benefit of his or her creditors or if the Customer is a Company, proceedings are initiated against the Customer for its winding up, or the Customer shall pass a resolution or a court shall make an order for the Customer to be wound up (not being a members’ voluntary winding up for the purpose of reconstruction or amalgamation) or if a receiver or manager on behalf of a creditor shall be appointed or if circumstances shall arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding up order of if the Customer becomes insolvent then the Company shall be entitled forthwith on notice to the Customer to terminate a contract between the Company & the Customer without compensation to the Customer but without prejudice to any rights of the Company hereunder the Customer shall not in any way alter, obscure, remove, conceal or otherwise interfere with any markings or other identification or source of origin placed on the goods or their labelling or packaging by the Company.
6 Cancellation of orders
6.1 No cancellation of an order by the Customer will be effective unless in writing & unless accepted by the Company. The Company reserves the right to refuse to accept any cancellation & in particular, no cancellation will be accepted of orders for goods ordered by the Customer to special requirements or those for goods not normally stocked by the Company which have required the Company to arrange specific manufacture or supply.
6.2 Where we are notified prior to the arrival of a delivery that the items are no longer required, we will cancel this order immediately, this must be done in writing. In the event, that the item has been loaded on our delivery vehicles or is en-route, a restocking charge of 15% of the item value will be made.
6.3 Where our client wishes to return products to us, the client must notify the company within 5 working days of the delivery date, in writing. The product/s must be unopened and the packaging must be in good order. A restock charge of 30% of the item/s value will be made.
6.4 Where our client wishes to return products to us, the client must notify the company within 5 working days of the delivery date, in writing. Where the packaging has been damaged or opened a restocking charge of 65% of the item/s value will be made. This is subject to the item being fit for resale and at the discretion of the company. Where the item/s cannot be re-sold the client will be charged for the full value of the item/s.
6.5 Where our client wishes to return product/s over 5 working days from the delivery date and without prior notification the client will be charged for the full value of the item/s.
6.6 Where the company have delivered products made specifically to client specifications, no returns will be accepted as these items cannot be resold. The client will be charged for the full value of the item/s.
6.7 The Company reserves the right without prejudice to its other rights & remedies to cancel or suspend in whole or in part any contract (including those for the supply of goods or services) between itself & the Customer or any order or quotation issued to the Customer without any liability resulting therein to the Company in the following circumstances:
6.7.1 If any debt due by the Customer to the Company is unpaid;
6.7.2 If the Customer shall have failed to supply such guarantee or security as is required under the terms of a contract with the Company;
6.7.3 If the Customer has failed to take delivery of any goods under a contract between it & the Company;
6.7.4 If any insolvency proceedings are brought against the Customer (including an order being made by a court for its winding up or a petition is presented for a receiver or administrator to be appointed over all or any of its assets or bankruptcy proceedings are initiated if the Customer is an individual), or the Customer being a body corporate has passed a resolution for a voluntary winding up.
7.1 The Company has the right to select the means of supply of goods to the Customer at its sole discretion. The Company shall be entitled to deliver goods in batches to the Customer at its sole option
7.2 Delivery to an independent contractor for prepaid carriage to the Customer’s specified place of delivery is to be deemed to be delivery of the goods & fulfilment of the Company’s duties under any contract for supply of such goods.
7.3 In the event that the Customer fails to accept delivery of the goods, then the goods shall be, stored by the Company at expense & risk of the Customer. After a period of fourteen days has elapsed after the failure by the Customer to accept delivery of the goods, the Company shall have the power (but be under no duty) to sell such goods apply the proceeds of such sale to the diminution of any amount due to the Company by the Customer.
7.4 The Company shall not in any way be liable to the Customer in respect of any loss arising in the event of delivery of goods being prevented, hindered or delayed as a result of any circumstances outside the control of the Company including but without limiting the generality of the foregoing accident, strikes, riots, lockouts, trade disputes, acts or restraints of government or imposition & restrictions on export.
7.4 Upon delivery, goods must be checked and approved for acceptance. A proof of delivery form will be provided to the Customer by the Company to approved the product condition.
7.5 All delivery issues should be put in writing to the Company within 3 business days of the acknowledged delivery date. Failure to do so means that no claim can be made
7.6 In the event that the Customer or his agent collects the goods from the Company’s premises the Customer shall assume full liability for any damage or loss which occurs after the goods have been collected & ceased to be under the control of the Company.
8 Risk & property
8.1 The risk of goods will pass to the Customer on delivery.
8.2 The goods shall remain the property of the seller until paid for in full by the buyer & until such payment the buyer shall hold the goods & all the items incorporating the goods in a fiduciary capability for the seller.
8.3 The Customer shall keep all goods supplied by the Company fully insured.
9 Quality of goods
9.1 Subject to the terms of clause 10 hereof the Company warrants that all goods supplied to the Customer by it are of merchantable quality.
9.2 The Company shall not be liable for any defects in the quality or state of goods supplied by it which would be apparent on a reasonable examination of the packaging or exterior of the goods upon delivery.
9.3 The Customer shall not be entitled to withhold payment of any amount payable under any contract with the Company unless the Customer has given the Company a reasonable opportunity to rectify such defects to the goods as are reported by the Customer to the Company.
10.1 Any claim by the Customer against the Company under clause 9 hereof and/or any claim by the Customer for non-delivery or partial non-delivery must be notified in writing to the Company within five business days of delivery of the goods or in the case of non-delivery the scheduled delivery date.
10.2 If no written claim is submitted within the time scales specified in clause 10.1 Hereof the Customer shall be deemed to have waived its right to make any such claim.
10.3 The Company shall not be liable for any defects which occur in goods supplied by it which have been modified by the Customer or its agent.
10.4 Notwithstanding any other terms hereof the Company shall not be liable for any additional or consequential loss suffered by the Customer as a result of a delay by the Company in the supply of goods or the goods being damaged upon delivery.
If a claim is made by the Customer for non-delivery or short delivery, then if such claim is admitted by the Company, the Company shall have the option to rectify or replace the goods or pay the Customer such compensation as the Company in its absolute discretion thinks reasonable. When orders have been correctly fulfilled, the Company cannot accept goods on return.
12 Failure to accept delivery
If the Customer fails or refuses to accept delivery of goods on the date agreed, he shall be liable to the Company for any loss occasioned by such failure or refusal & for any charges thereby incurred by the Company & for a reasonable charge by the Company for the care & custody of the goods whether he has been specifically requested to take delivery of the goods or not.
The Company shall have the right to assign a contract with a Customer to any subsidiary or associated Company in which event the agreement shall take effect as a contract between the assignee & the Customer. Same as provided in this clause no rights or duties hereunder are assignable.
The Company reserves the right to alter the specification of any of its products or services without prior notice to the Customer. After an order has been placed with the Company, the Company reserves the right to alter the specification of goods or services it deems reasonably necessary provided that such alteration does not materially affect the ability of the goods or services to fulfil their purpose.
14.1 Although every reasonable precaution will be taken to ensure accuracy of such information, all descriptive matter, colours, dimensions & other documentation supplied by the seller & the descriptions & illustrations contained in its catalogues, price lists & other advertising matter are approximate only & are intended merely to describe generally the goods. They are not, unless it is expressly so stated in the contract, deemed to form any part or parts of the contract & are not to be regarded as a warranty or representation.
14.2 Although every reasonable effort will be made by the seller to match colour & materials the seller cannot guarantee that no variation in such colour or materials may occur.
15 Installation of goods
Where the Company has agreed to install goods at the Customer’s premises the following conditions shall apply: –
15.1 The Customer shall ensure that clear access is available at a pre-arranged time to enable the Company’s staff to make delivery of the goods without hindrance;
15.2 The location designation for installation shall be cleared of all furniture & debris in advance of the agreed delivery date & time;
15.3 The Company may pass to the Customer any additional expenditure incurred due to access to the Customer’s premises being impeded at the agreed time & date of delivery.
All claims, disputes or matters arising in relation to the supply of goods & services by the Company to a Customer shall be governed by the Scottish courts irrespective of where the supply of goods or services.