1. All orders are accepted subject to these Conditions. No order shall be binding unless confirmed by us on our Order Acknowledgment Form.
2. All Quotations are subject to withdrawal or amendment by the seller at any time prior to actual receipt by us of an order for goods referred to therein. Any price quoted is for information purposes and the seller reserves the right to invoice the ruling price at the date of despatch unless the quotation clearly states that the price is fixed for a specified period of time.
3. (i) All prices are given in good faith and are those ruling at this date. All prices are subject to market fluctuations and revision and the actual price(s) to be paid by the purchaser shall be the sellers price ruling at date of despatch.
(ii) If at any time there is a material increase in the seller’s costs of supplying its products which arises from 1) any increase in the price which the seller has to pay for raw materials, packaging, bought in goods, fuel, electricity or other utilities, 2) any new or amended legislation or regulations, or 3) any other circumstances beyond the seller’s reasonable control, then subject to the sellers providing supporting documentary evidence of such material increase to the buyer, the seller may make a proportional adjustment to its prices. Such adjusted pricing will take effect 7 days after the seller gives written notice thereof to the purchaser.
(iii) Where an order is received for a quantity less than quoted for or where delivery is required in instalments smaller that those specified in the quotation, prices will be subject to an increase.
4. Subject to approval of credit terms, payment in full to be made by the end of month next following date of despatch unless otherwise agreed by the seller in writing, otherwise payment to be made against proforma invoice. No discounts or other deductions will be allowed.
5. (i) The seller accepts responsibility for safely delivering the goods and undertakes to replace any goods damaged or lost in transit at its discretion, except where such damage or loss occurs as the result of any act or omission of the purchaser.
(ii) Delivery terminates when the goods are handed to the purchaser or their agents or left in the hands of an independent custodian.
(iii) No liability is accepted for any claims for short delivery or damage in transit unless notified to the seller in writing within 3 days of delivery.
(iv) Goods may not be returned after 7 days of receipt. If after 7 days the goods are found to be faulty, the return of the goods will not be accepted by the seller unless the seller or his representative shall first have the opportunity of examining them and have agreed to their return. Any goods returned within 7 days will be at the expense of the purchaser unless damaged in transit and notified to us as per 5 (iii) above.
EXCLUSION OF LIABILITY
6. (i) the seller shall not in any event be liable to the purchaser for any indirect or consequential loss or damage, whether arising from delay in delivery of the goods or any defect in the goods or any delay in remedying such goods.
(ii) Without prejudice to the generality of its terms and conditions of sale, subject to which any order is undertaken, the seller cannot accept liability whatsoever in respect of the use to which the goods, subject to this document, are put. The customer and any user should accordingly take all such steps to satisfy themselves of the suitability of the goods. They should not rely on any representations whether written or oral made by the seller, its agents or employees.
RETENTION OF TITLE
7. The seller and the purchaser expressly agree that until the seller has been paid in full for the goods comprised in this or any other contract between them;
(i) The goods comprised in this contract remain the property of the seller (although the risk therein passes to the purchaser when the goods are delivered to the purchaser);
(ii) The seller may recover those goods at any time from the purchaser if in his possession if the amount outstanding from the purchaser to the seller in respect of goods supplied shall remain unpaid after the due date for payment has passed; and for that purpose the seller, his servants and agents may enter upon any land or building upon which the goods are situated;
(iii) The purchaser has the right to re-sell the goods in the course of his business for the account of the seller (but any warranties, conditions or representations given or made by the purchaser to any third party shall not be binding on the seller who shall be indemnified by the purchaser with respect thereto) and to pass good title to the goods to his customer being a bona fide purchaser for value without notice of the seller’s rights;
(iv) In the event of such re-sale the purchaser has the fiduciary duty to the seller to account to the seller for the proceeds but may retain therefrom any excess of such proceeds over the amount outstanding under this on any other sale contract between them and the seller has the additional right to recover the purchaser’s price directly from the purchaser’s customer to the extent unpaid; if the seller avails himself of such right the seller will account to the purchaser for any such excess as aforesaid less any expenses incurred by the seller in respect of such recovery;
(v) Nothing in this Condition shall confer any right upon the purchaser to return the goods sold hereunder or to refuse or delay payment therefore unless otherwise agreed.
PATENT OR TRADEMARK INFRINGEMENTS
8. The seller shall not be liable or held responsible for any damage, costs, charges or expenses awarded against or incurred by purchasers arising out of any infringement or any patent or trademark belonging to third parties.
9. The seller shall not be liable for failing to perform the contract whether in whole or in part if the failure is caused by any inability to secure labour, materials or supplies, act of God, riot or civil commotion, strike, lock-out, fire, flood, drought, act of government or any cause, whether or not similar in kind to all or any of the fore going, outside the seller’s control and shall have the right by notice in writing to the purchaser to rescind the contract or to elect to vary the contract as may in the seller’s opinion be necessary.
BANKRUPTCY OR INSOLVENCY
10. In the event of bankruptcy, petition, bankruptcy receivership, liquidation of the business or unofficial moratorium applied for or obtained by one party, the other party shall be entitled to declare the contract void in whole or in part without prejudice to all rights which he may be further entitled provided he should do so promptly.
BREACH OF CONTRACT
11. In the event of any material breach of contract by the purchaser, or in the event of the seller becoming aware of any circumstances indicating that the purchaser does not intend to fulfil his obligations under the contract, the seller shall be entitled to resile from the contract without penalty and recover possession of any goods already in the hands of the purchaser.
12. Any waiver of these conditions (or any part of them) shall not prejudice or affect seller’s rights and remedies in respect of any subsequent breach, non-performance or non-observance by purchasers of the terms and conditions of this contract.
13. This contract shall be governed by the Law of Scotland and any disputes under or arising out of the contract (whether before or after any termination or purported termination thereof) shall be settled by arbitration in Scotland.