Legal

1.GENERAL

1.1 All quotations are made and all orders (including telephone orders) are  accepted on these Conditions, which supersede any other terms appearing elsewhere, and override and exclude any other terms stipulated or incorporated or referred to by the Buyer, whether in the order or in any negotiation, or in any course of dealing established between the Seller and the Buyer. No modification of these Conditions shall be effective unless made by an express written agreement between the parties. The signing by the Seller of any of the Buyer's documentation shall not imply any modifications of these terms.

1.2 Acceptance by the Buyer of delivery of the goods shall (without prejudice to any other manner by which acceptance of these Conditions may be evidenced) be deemed to constitute unqualified acceptance of these Conditions.

1.3 If, subsequent to any contract of sale which is subject to these Conditions, a contract of sale is made with the same buyer without reference to any conditions of sale or purchase, such contract howsoever made, shall be deemed to be subject to these Conditions.

2.0 REPRESENTATION

2.1 The Buyer acknowledges and agrees that (a) the Seller has not made any representations to the Buyer which induced the Buyer to purchase the goods; and (b) these Conditions constitute the entire understanding between the parties for the sale of the goods.

2.2  The Seller's representatives have no authority to make any representation or commitment on the part of the Seller in respect of the description, fitness for any particular purpose or capacity of any goods or otherwise and the Seller shall have no liability to the Buyer if the goods fail to comply with any such representation or commitment made by any of the Seller's representatives.

3.0 QUOTATIONS

Unless indicated to the contrary in a quotation, quotations may be withdrawn at any time before issue of an "Order acknowledgement' or despatch of the goods whichever first occurs, but in any event shall not be open for acceptance after 30 days of the date of the quotation. The Seller reserves the right to refuse an order once accepted. All quotations are subject to VAT at the applicable rate.

4.0 THE GOODS

4.1 All descriptions and illustrations contained in the Seller's catalogues, price lists and advertisements or otherwise communicated to the Buyer are intended merely to present a general idea of the goods described therein, and nothing contained in any of them shall form any part of the contract for sale and purchase of the goods.

4.2 Any samples supplied or shown to the Buyer are supplied solely for information and not so as to constitute a sale by sample and in no way impart any express or implied conditions or warranties as to quality, description, fitness for purpose or merchantable quality and the Buyer shall be deemed to have satisfied itself as to such matters prior to ordering the goods.

5.0 PRICES AND PAYMENT

5.1 The Seller reserves the right to increase the price of the goods before despatch by any amount equivalent to any increase in cost to the Seller of acquiring or delivering the goods. Any such price increase will be notified to the Buyer by the Seller as soon as practicable after it has been determined by the Seller. On notification the Buyer will have the opportunity to cancel the order if so desired with no cancellation and/or restocking fee.

5.2 All prices are quoted net ex-works and are subject to VAT and any other tax or duties payable by the Buyer, at the applicable rate. Where the Seller agrees to provide or arrange for the transport of goods to the place of delivery specified by the Buyer all costs and charges incurred by the Seller relating to such transport and delivery to the Buyer shall be charged in addition to the price.

5.3 All goods are sold subject to payment in cash (Sterling) payable and due on the date of the invoice for the same.

5.4 Interest at the rate of 5% per annum above the base rate from time to time of the Royal Bank of Scotland shall run on all sums due hereunder from the date on which the same became due until payment is received, whether before or after any judgement therefore.

6.0 DESPATCH AND DELIVERY

6.1 The Seller reserves the right to choose the method of despatch and delivery. Delivery shall be deemed to take place when the goods are despatched from the Seller's works.

6.2 All dates for despatch and delivery are approximate only and the time of despatch or of delivery shall not be of the essence of the contract for the sale and purchase of the goods. The Seller shall not be under any liability whatsoever to the Buyer in respect of any failure to deliver on any particular date or dates.

6.3 Should the Seller be prevented from or hindered in despatching the goods or any part of them because of war, riot, explosion, fire, flood, strike, lock-out, shortage of materials or labour or any cause beyond the Sellers control then (a) the time for despatch shall be extended by a period equal to that during which the cause preventing or hindering despatch exists; and (b) the Seller shall be entitled to despatch and the Buyer shall take and pay for any part of the goods that the Seller may be able to despatch.

6.4 The Seller shall be entitled to despatch the goods in one or more consignments unless otherwise expressly agreed.

6.5 Packing cases and other packing materials will be charged at reasonable cost and are not returnable.

6.6 Insurance of the goods during transport is effected by the Seller for the Buyer's account.

7.0 STORAGE

If due to the Buyer's instructions, or lack thereof, the despatch of the goods from the Seller's works is delayed for 5 days or more after the Seller has informed the Buyer that the goods are ready for despatch the Seller may, as agent for the Buyer, arrange for the goods to be stored at the Sellers works or elsewhere. The Buyer agrees to indemnify the Seller against all costs and charges resulting from that storage including, but not limited to, storage charges, insurance and all other costs. Provided always that the Seller (I) shall not be under any obligation to store any goods, and (ii) is not surrendering any of its rights and charges as an unpaid Seller.

8.0 PASSING OF RISK AND PROPERTY

8.1 Risk of the goods shall pass to the Buyer when the goods are despatched from the Seller's works or 5 days after the Buyer is notified that the goods are ready for despatch, whichever is earlier.

8.2 Save as provided in these Conditions the Seller shall have no liability whatsoever to the Buyer in respect of any damage to the goods which occurs after risk has passed.

8.3 Notwithstanding delivery and passing of risk, the goods shall remain the property of the Seller until such time as the Buyer shall have paid to the Seller the agreed price (together with any accrued interest) and all other amounts owed by the Buyer to the Seller in respect of any other contract for the sale of goods.

8.4 Until such payment the Buyer shall be in possession of the goods in fiduciary capacity and shall: (a) not part with possession of the goods; (b) take proper care of the goods and take all reasonable steps to prevent any damage to or deterioration of them; (c) keep the goods free from any charge, lien or other encumbrance; and (d) store the goods in such a way to show clearly that they belong to the Seller.

8.5 The Seller may repossess and re-sell any goods to which it has retained title and the Seller's consent to the Buyer's possession of the goods and any right the Buyer may have to possession of the goods shall in any event cease: (a) if any sum owed by the Buyer to the Seller is not paid to the Seller by the date when it is due; or (b) the Buyer commits a breach of any contract with the Seller; or (c) if one of the events in Condition 8.8 occurs. For this purpose the Buyer hereby grants an irrevocable right and licence to the Seller and its servants and agents to enter upon the Buyer's premises, with or without vehicles, during normal business hours.

8.6 The Buyer is licensed by the Seller to process goods to which the Seller has retained title in such fashion as it may wish and/or to incorporate them in or with any other products subject to the express condition that the new product or products or any other chattel whatsoever containing any part of the said goods shall become the property of the Seller and shall be separately stored and marked by the Buyer to show clearly that they belong to the Seller. The Seller shall hold the new product as trustee for itself and the Buyer and the Seller's interest as beneficiary of the trust shall be equal to the total of all amounts owing by the Buyer to the Seller under any contracts for the sale of goods.

8.7 Notwithstanding the provisions of this Condition 8 the Seller shall be entitled to bring an action against the Buyer of the price of the goods in the event of non-payment by the Buyer by the due date even though property in the goods has not passed to the Buyer and/or shall have the right by notice to the Buyer at any time after delivery to pass property in the goods to the Buyer as from the date of such notice.

8.8 Without prejudice to the generality of the foregoing if prior to despatch of the goods the Buyer is adjudicated bankrupt or has a receiving order made against it or, being a company, pass a resolution for winding up or suffer a winding up order to be made against it or have a receiver appointed of the whole or any part of its assets the Seller may elect not to deliver the goods except against payment in cash of the purchase price of the goods in full.

9.0 INSPECTION OF GOODS AND REJECTION

The Buyer shall inspect all goods immediately it receives them and will give notice to the Seller within 3 days (7 days for consumers) if any goods are not in accordance with the contract. Where this occurs the Seller shall, at its sole discretion and option, replace or repair the goods or refund the purchase price against return of the goods, carriage paid. Failure of the Buyer to give any such notice shall result in the conclusive presumption that the goods are in all respects in accordance with the contract.

10.0 DEFECTS AFTER DELIVERY

The Seller is solely a supplier of goods, any product warranties are with the respective manufacturer. If any defects appear in the goods supplied after the despatch date, that result solely from the manufacturer’s, materials or workmanship, the warranty claim must be taken up directly with the manufacturer in accordance with the manufacturers warranty procedures.

11.0 LIMITATION OF LIABILITY

11.1 These terms set out the Seller's entire liability in respect of the goods. All conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the goods are hereby excluded, except any implied by law which by law cannot be excluded. All liability in respect of any advice or representation to the Buyer is expressly excluded.

11.2 Except as provided in these Conditions, the Seller shall be under no liability to the Buyer for any loss, damage or injury, direct or indirect, resulting from defects in design, materials or workmanship or otherwise howsoever rising and whether or not caused by the negligence of the Seller its employees or agents.

11.3 The Seller's aggregate liability (if any) whether in contract, tort or otherwise, in respect of any defects in the goods, or for any breach of the contract for the sale and purchase of the goods or of any duty owed to the Buyer in connection herewith, shall be further limited in aggregate to the price of the goods in question.

11.4 The Seller shall have no liability whatsoever for any indirect or consequential losses or expenses suffered by the Buyer howsoever caused, and including without limitation, loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.

12.0 ARBITRATION

All disputes, differences or questions arising out of the contract for the sale and purchase of the goods or as to the rights or liabilities of the parties there under or in connection therewith or as to the construction or interpretation thereof shall be referred to the arbitration of a single arbitrator to be agreed between the parties.

13.0 GOVERNING LAW

Any contract to which these Conditions apply shall be governed by and construed in accordance with Scottish Law. Subject to the provisions of Condition 12 above, the Buyer submits to the jurisdiction of the Scottish Courts but the Seller may enforce the contract in any court of competent jurisdiction.

14.0 ASSIGNMENT

The Buyer shall not assign any benefit or obligations under the contract for the sale and purchase of the goods.

15.0 NOTICES

Any notice given under or pursuant to these Conditions or the contract for the sale and purchase of the goods may be sent by hand, mail or posted on the Sellers website.

16.0 STATUS OF BUYER

The Buyer hereby warrants to the Seller that the Buyer is competent to use & install the goods in a proper manner and for the purposes for which they are designed.

17.0 SEVERABILITY

If any of these Conditions is held to be invalid, illegal or unenforceable in any respect, whether in whole or in part, such invalidity, illegality or unenforceability shall not prejudice the effectiveness of the rest of these Conditions or the remainder of any part of a Condition affected.