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Terms and Conditions

FOR PURCHASE

  1. Definitions
    1.1 In these Terms and Conditions, unless otherwise stated, the following terms shall have the following meanings:-

    1.2 “Purchaser” means Beaumont PPS Limited, a Company incorporated under the Companies Acts (Company No: SC170116) and having their Registered Office at Office 2/2, 307 West George Street, Glasgow, G2 4LF;

    1.3 “Seller” means the person, firm or company selling Goods to Purchaser;

    1.4 “the Goods” shall mean any products, articles, services or corporeal moveables offered for sale by Seller and purchased or to be purchased by Purchaser the quantity and specification of which shall be as specified by Purchaser;

    1.5 “the Contract” means the contract between Purchaser and Seller for the sale and purchase of the Goods in accordance with these Terms and Conditions;

    1.6 “the Order” means Purchaser’s order for the Goods, as set out in Purchaser’s purchase order form; and

    1.7 Every Order issued by Purchaser (in whatever form) and accepted by Seller shall constitute a separate Contract.

  1. Purchaser’s Terms and Conditions to Apply
    2.1 These Terms and Conditions shall apply to and govern any Contract or transaction between Purchaser and Seller and shall supersede and take precedence over any other terms and conditions, whether written or oral (including without prejudice to the foregoing generality, any contained in any order form used by Purchaser), and notwithstanding anything to the contrary in such other terms and conditions.2.2 No amendment, variation of, or addition to any part of these Terms and Conditions may be made except in writing signed by a duly authorised representative of Purchaser and Seller and any other amendments, variations etc. or purported amendments, variations etc. to these Terms and Conditions shall be invalid and unenforceable.
  1. Sale and Purchase of the Goods
    3.1 Seller shall sell the Goods to Purchaser and Purchaser shall purchase them in accordance with these Terms and Conditions.

    3.2 Seller shall ensure that the Goods shall:
    (a) correspond with their description and any applicable Specification (any specification for the Goods, including any related plans and drawings, that is agreed in writing between Purchaser and Seller);
    (b)be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by Seller or made known to Seller by Purchaser expressly or by implication, and in this respect Purchaser relies on Seller’s skill and judgement;
    (c)where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after delivery; and
    (d)comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

    3.3 Seller shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

    3.4 Seller shall be entitled on a delivery of Goods of variations in quantity of up to plus or minus 10% and same will be charged accordingly to Purchaser insofar as the Purchaser has agreed to such variations in advance of the relevant delivery.

  1. Delivery
    4.1 Seller shall ensure that:
    (a)the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; and
    (b)each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any), any specific product codes, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered and any other information that the Purchaser reasonably requests.4.2 Seller shall deliver the Goods:
    (a)on or before the date specified in the Order (“Delivery Date”);
    (b)at the address for delivery of Goods as set out in the Order (“Delivery Location”); and
    (c)during Purchaser’s normal business hours, or as instructed by Purchaser.4.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
  1. Payment
    5.1 Purchaser shall pay the price for the Goods within 60 days from the 1st of the month following the date of the Seller’s invoice.

    5.2 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Seller’s published price list in force as at the date the Contract came into existence.5.3 The price of the Goods are exclusive of value added tax which will be added to the price for the Goods at the rate applicable at the invoice date.5.4 For the avoidance of doubt the price of the Goods includes the costs of packaging, insurance and carriage of the Goods and where specified any set up charges.

    5.5 No extra charges shall be effective unless agreed in writing with Purchaser.

    5.6 Seller shall invoice Purchaser for price of the Goods plus VAT at the prevailing rate (if applicable) within 3 months after the completion of delivery. Seller shall ensure that the invoice includes the date of the Order, the invoice number, Seller’s VAT registration number and any supporting documents that Purchaser may reasonably require.

    5.7 If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 3% per annum above Clydesdale Bank’s base rate from time to time. This clause shall not apply to payments the defaulting party disputes in good faith.

    5.8 Purchaser may at any time, without limiting any of its other rights or remedies, set off any liability of Seller to Purchaser against any liability of Purchaser to Seller.

  1. Title and Risk
    Title and risk in the Goods shall pass to Purchaser on completion of delivery.
  1. Remedies
    7.1 If the Goods are not delivered by the Delivery Date, or do not comply with the undertakings set out in clause 3.2, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, Purchaser may exercise any one or more of the following remedies:
    (a)to terminate the Contract;
    (b)to reject the Goods (in whole or in part) and return them to Seller at Seller’s own risk and expense;
    (c)to require Seller to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
    (d)to refuse to accept any subsequent delivery of the Goods which Seller attempts to make;
    (e)to recover from Seller any costs incurred by Purchaser in obtaining substitute goods from a third party; and
    (f)to claim damages for any other costs, loss or expenses incurred by Purchaser which are in any way attributable to Seller’s failure to carry out its obligations under the Contract.7.2 These Terms and Conditions shall apply to any repaired or replacement Goods supplied by Seller.7.3 Purchaser’s rights and remedies under these Terms and Conditions are in addition to its rights and remedies implied by statute and common law.
  1. Indemnity
    8.1 Seller shall keep Purchaser indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Purchaser as a result of or in connection with:
    (a)any claim made against Purchaser for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of Seller, its employees, agents or subcontractors;
    (b)any claim made against Purchaser by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of Seller, its employees, agents or subcontractors; and
    (c)any claim made against Purchaser by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by Seller, its employees, agents or subcontractors.
    8.2 This clause 8 shall survive termination of the Contract.
  1. Insurance
    During the term of the Contract and for a period of 2 years thereafter, Seller shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Purchaser’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
  1. Termination
    10.1 Purchaser may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving Seller written notice, whereupon Seller shall discontinue all work on the Contract. Purchaser shall pay Seller fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.10.2 Without limiting its other rights or remedies, Purchaser may terminate the Contract with immediate effect by giving written notice to Seller if;
    (a) Seller commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
    (b) Seller takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
    (c) Seller takes any step or action in connection with Seller being made bankrupt, entering any composition or arrangement with his creditors, having a receiver appointed to any of his assets, or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
    (d) Seller suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
    (e) Seller’s financial position deteriorates to such an extent that in Purchaser’s opinion Seller’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

    10.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.

    10.4 Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.
  1. Confidentiality
    Seller undertakes not without written consent of Purchaser to divulge or disclose to any person, firm or company any knowledge or information concerning the business or financial affairs of Purchaser, their customers, suppliers or clients which may have come to Seller’s knowledge at any time and Seller shall use its best endeavours to prevent publication of or disclosure of any such knowledge or information to any third party.
  1. Severability
    To the extent that any clause or part of these Terms and Conditions is or becomes invalid or unenforceable for any reason, the remainder of these Terms and Conditions shall remain in full force and effect to the intent that any invalid or unenforceable clause or provision shall be entirely separate and separable.
  1. Force Majeure
    Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 7 days written notice to the affected party.
  1. Notices
    Any notice to be given by either party to the other under the Order, Contract or these Terms and Conditions shall be in writing and may be delivered by hand or sent by First Class Recorded Delivery post to the address of the other party as given in the Order or such other address as may have been intimated to the other party in terms of this clause. The notice shall be deemed to have been served on the day of delivery or in the case of posting, on the second day following the date of posting.
  1. No Waiver
    No waiver by Purchaser of any breach of the Contract or any relaxation forbearance, delay or indulgence by the Purchaser in enforcing any of these Terms and Conditions of Sale shall prejudice, affect or restrict the Purchaser’s rights and powers hereunder nor bar the Purchaser from taking steps in respect of any subsequent breach by Seller.
  1. Governing Law
    The Contract and these Terms and Conditions shall be governed by the Law of Scotland and Purchaser and Seller hereby prorogate the non-exclusive jurisdiction of the Scottish Courts.
  1. Headings
    The headings do not form part of these Terms and Conditions.

Last updated August 2019

FOR SALE

  1. Definitions 
    1.1 In these Terms and Conditions, unless otherwise stated, the following terms shall have the following meanings:-

    1.2 “Seller” means Beaumont PPS Limited, a Company incorporated under the Companies Acts (Company No: SC170116) and having their Registered Office at Office 2/2, 307 West George Street, Glasgow, G2 4LF

    1.3 “Purchaser” means the person, firm or company seeking to purchase any Goods from Seller;

    1.4 “the Goods” shall mean any products, articles, services or corporeal moveables offered for sale by Seller and purchased or to be purchased by Purchaser the quantity and specification of which shall be as specified in the Order Confirmation;

    1.5 “the Contract” means the contract between Supplier and Purchaser for the sale and purchase of the Goods in accordance with these Terms and Conditions;

    1.6 “the Order” means Purchaser’s order for the Goods, as set out in Purchaser’s purchase order form or Purchaser’s written acceptance of Supplier’s quotation, as the case may be;

    1.7 Every Order issued by Purchaser (in whatever form) and accepted by Seller shall constitute a separate Contract. 

  1. Seller’s Terms and Conditions to Apply 
    2.1 These Terms and Conditions shall apply to and govern any Contract or transaction between Seller and Purchaser and shall supersede and take precedence over any other terms and conditions, whether written or oral (including without prejudice to the foregoing generality, any contained in any order form used by Purchaser), and notwithstanding anything to the contrary in such other terms and conditions.

    2.2 No amendment, variation of, or addition to any part of these Terms and Conditions may be made except in writing signed by a duly authorised representative of Seller and Purchaser and any other amendments, variations etc. or purported amendments, variations etc. to these Terms and Conditions shall be invalid and unenforceable.

  1. Sale and Purchase of the Goods 
    3.1 Seller shall sell the Goods to Purchaser and Purchaser shall purchase them in accordance with these Terms and Conditions.

    3.2 The Goods are offered for sale subject to availability at the time of receipt of any Order and Seller shall have no liability whatsoever to Purchaser if the Goods, or any of them, are unavailable for sale for any reason.

    3.3 Unless otherwise stated in writing all prices are stated on an ex-works of the seller basis at the date of despatch exclusive of packing, VAT, duties or any other impositions by H M Government.

    3.4 Sellers’ quotes are for guidance only and may be varied at any time by Seller without notice. Seller may increase the price at any time prior to the date of despatch or delivery if Seller’s costs have in Seller’s reasonable opinion been materially increased for any of the following reasons:-

    3.4.1 an increase in the cost of materials;

    3.4.2 an increase in carriage, customs, taxes, levies, tariffs or other duties;

    3.4.3 unforeseen carriage costs, customs, taxes, levies, tariffs or other duties;

    3.4.4 an increase in labour costs; 

    3.4.5 currency fluctuations; 

    3.4.6 changes in currency regulations; 

    3.47 any delay on Purchaser’s part in complying with any of its obligations under the Contract; or

    3.4.8 a change in law. 

    3.5 Price quotes provided by Supplier are for stipulated quantities and delivery rates only and do not necessarily hold good for other quantities or delivery rates. 

    3.6 The prices shown on Seller’s price list are exclusive of value added tax which will be added to the price for the Goods at the rate applicable at the invoice date. 

    3.7 Seller reserves the right to refuse to accept Purchaser’s written acceptance of Supplier’s quotation. 

    3.8 Seller shall be entitled on a delivery of Goods of variations in quantity of up to plus or minus 10% and same will be charged accordingly to Purchaser.

    3.9 Seller shall not be obliged to accept any Orders whatsoever.

    3.10 Seller shall be entitled to impose a handling charge for Orders of a value under £100 (exclusive of VAT).

    3.11 Without prejudice to any other remedy available to Seller, Seller has the right to cancel or suspend delivery of all or part or any Order in the event of any obligation of Purchaser under these Terms and Conditions not being met or if Seller considers (acting reasonably) such obligations may or may not be met by Purchaser within a timescale which is reasonable to Supplier. 

    3.12 If any invoice remains unpaid beyond the agreed date for payment, interest will run on the amount outstanding at the rate of 5 per cent per annum above the base lending rate of Clydesdale Bank from time to time. 

    3.13 Purchaser shall have no right to set off any sums due or to become due by it to Seller against any sums due or to become due by Seller to Purchaser, and Purchaser shall make payment of any sums invoiced by Seller in respect of the Contracts and/or the Goods and any interest due without any set off, compensation or deduction of any kind. 

  1. Despatch/Delivery 
    4.1 Unless otherwise agreed, Seller shall despatch or deliver the Goods to such place or address as specified in the Order. Any such despatch or delivery shall be on the basis that Purchaser shall reimburse Seller on demand (or in advance if Seller so requires) all the costs of despatch, delivery, transportation and insurance of Goods. Purchaser shall ensure the suitability for access to its specified delivery address.

    4.2 In the event Purchaser refuses or is unable to take delivery of the Goods or delays any despatch or delivery of the Goods all costs incurred by Seller for storage thereof including insurance and any other associated costs will be borne by Purchaser. For the avoidance of doubt the risk of deterioration and damage to the Goods so stored will lie with Purchaser.

    4.3 If Purchaser and Seller agree, Goods may be collected by Purchaser from Seller without charge for despatch, delivery or carriage. If not collected within 7 days of the agreed date for collection, storage charges may apply and the Goods will not be released until such additional charges are paid. Purchaser shall have sole responsibility for loading of Goods and shall indemnity Seller for any claims arising there from.

    4.4 Seller shall use reasonable endeavours to deliver the Goods within a reasonable period but, unless otherwise expressly agreed in writing, delivery dates specified by Seller are approximate and given for the guidance of Purchaser only. Time shall not be of the essence of the Contract with regard to Supplier delivering the Goods. Seller shall not be under any liability to Purchaser for any delay in despatch or delivery or for non-despatch or non-delivery of the Goods nor may Purchaser cancel the Contract or treat it as repudiated. If delivery is made by instalments separate invoices for each instalment may be issued by Supplier.

    4.5 Purchaser must notify Seller in writing within 24 hours of the date of delivery or collection of the Goods, as applicable, of any damage to or defects in all or any part of the Goods, or if the quantity delivered is not as stated in the Order. Seller shall use reasonable endeavours to procure that Goods are suitably packaged prior to despatch but without liability to Purchaser for any damage caused to the Goods which have occurred because of the use of unsuitable packaging. Seller shall have no liability whatsoever to Purchaser in respect of damage, defects or delivering a lesser quantity of Goods (as described in clause 3.8) “Short Delivery” and Purchaser shall be deemed to have irrevocably waived all its rights and remedies which it might otherwise have had in relation to such damage, defects or Short Delivery unless proper notification has been made in accordance with this clause and clause 10.2 of these Terms and Conditions.

    4.6 In addition to the foregoing provisions of this Clause 4, where the Goods are to be exported out with the United Kingdom of Great Britain the following provisions will apply:-

    4.6.1 Unless otherwise agreed in writing all prices are stated on an ex-works of the seller basis at the date of despatch inclusive of packing but exclusive of VAT, duties or other impositions by H M Government;

    4.6.2 Unless otherwise agreed by Seller, payment will be by cheque or electronic transfer to Seller’s nominated bank account. All payments will be made in £’s sterling unless otherwise agreed by the Seller. All bank charges are payable by Purchaser;

    4.6.3 Purchaser shall in good time and at its expense procure any necessary import permit and if required by Seller to produce same to Seller prior to despatch or shipment of the Goods;

    4.6.4 The risk of loss or damage to or destruction of the Goods shall pass from Seller to Purchaser as soon as the Goods are despatched by any method;

    4.6.5 The Seller shall have the right to demand proof from the Purchaser that the Goods have been exported and to charge extra prices and claim damages when proof is not forthcoming that the Goods have been exported in a condition as despatched by the Seller;

    4.6.6 The provisions of this Clause 4.6 will apply if the Purchaser is a UK based customer who has requested that the Goods be sent out with the UK or if the Purchaser is based out with the UK.

  1. Payment
    5.1 Purchaser shall pay the price for the Goods and any applicable VAT, any costs or charges for which Purchaser is liable under the Contract within 30 days of the date of the Seller’s invoice.

    5.2 Seller may render its invoice to Purchaser on or at any time after it has notified the Purchaser that the Goods are ready for collection or, where Condition 4.1 applies it has made arrangements (whether or not these have yet been fulfilled) for despatch or for delivery of the Goods.

    5.3 Provided Clause 5.2 has been complied with payment may be due by the Purchaser on invoices rendered by Seller even though there has been no delivery of the Goods and title in any goods has not yet passed to Purchaser.

    5.4 In making payment of the price and other sums due under the Contract, time shall be of the essence of the Contract.

    5.5 If any invoice rendered by Seller is not paid within the time limit set out in Clause 5.1, then (without prejudice to Clause 11):-

    5.5.1 Interest will accrue on the sum invoiced day by day from the due date until the date of payment at 5 per cent over Clydesdale Bank base rate compounded monthly; and

    5.5.2 Seller may suspend performance on the Contract between Seller and Purchaser and under any other contract between Seller and Purchaser (but without affecting Purchaser’s obligations under the Contract and such other contract); and

    5.5.3 Seller may appropriate any payment made by Purchaser to any sum due under this Contract or under any other such contract as Seller thinks fit and may for this purpose disregard any purported appropriation by Purchaser.

  1. Risk
    The risk of loss or damage to or destruction of the Goods shall pass from Seller to Purchaser on despatch of the Goods (or collection of the Goods by the Purchaser) and that notwithstanding that property and title to the Goods has not passed to Purchaser.
  1. Title
    7.1. Property and title to the Goods will not pass until such time as payment is made in full to Seller of all sums and debts due in respect of the Goods supplied not only under the Contract but also under any other contract for the supply of goods and all other sums for the time being howsoever due or to become due by Purchaser to Seller, subject to the terms of 7.5 below.

    7.2. Until property in and title to the Goods passes to Purchaser, Purchaser shall keep the Goods in good repair and condition and store them separately from any other property in its possession so that the Goods are readily identifiable and separable from any other goods stored on Purchaser’s premises or otherwise in its possession and clearly marked and identified as being the property of Seller and shall ensure that the Goods are kept safe, secure and insured.

    7.3. Until such time as property and title to the Goods has passed to Purchaser, Seller shall be entitled to enter upon Purchaser’s premises at any time (without giving prior notice) and repossess the Goods. Alternatively, Seller may require Purchaser at any time forthwith and at Purchaser’s expense to deliver the Goods to Seller.

    7.4. If Seller delivers the Goods to Purchaser prior to payment of the price for the Goods and/or if any other sum is due by Purchaser to Seller and Purchaser sells the Goods to a third party, Purchaser shall make such sale only as trustee for Seller and the proceeds of that sale shall be identified and kept separate from Purchaser’s general bank accounts as monies to be held upon trust and payable on demand to Seller.

    7.5. Notwithstanding the terms of clause 7.1, Seller shall in all time retain title to any tools, moulds, patterns or dyes produced by Seller in the manufacture of the Goods and same will not pass to Purchaser on payment of all sums and debts due to Seller including where sums paid by Purchaser include any sum for the creation of any such tools, moulds, patterns or dyes.

  1. Return of Goods and Recall
    8.1. Seller may at its sole discretion permit Purchaser to return the Goods (or any of them) after sale and will credit Purchaser accordingly (subject to the charges after mentioned), provided that the Goods are returned in a condition equivalent to that in which they were despatched and are acceptable for resale. However in this event Seller shall be entitled to charge Purchaser re-stocking and/or handling charges for the Goods

    8.2. If Purchaser is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify Supplier in writing enclosing a copy of the Recall Notice.

    8.3. Unless required by law, Purchaser may not undertake any recall or withdrawal without the written permission of Supplier and only then in strict compliance with Supplier’s instructions about the process of implementing the withdrawal.

  1. Lien
    Seller shall have and be entitled to exercise a first and general right of lien over all or any goods or other items of Purchaser from time to time lawfully in its possession (or that of its employees or agents) and that in respect of all monies outstanding at any time by Purchaser to Seller.
  1. Limitation of Liability
    10.1. Unless otherwise stated, and except as provided in this Clause 10 or in respect of any warranty or term implied by law and which by law cannot be excluded, Seller gives no warranty, representation or undertaking, whether express or implied, regarding the condition or quality of the Goods and all such terms, warranties, representations and/or undertakings implied by law are to the maximum extent permitted hereby excluded.

    10.2. If the Goods or any of them supplied to Purchaser are defective (in the sole opinion of the Seller), Seller may, at its sole option and discretion, at no further expense to Purchaser, either repair or replace the defective Goods or refund the cost of the Goods (or such part as may be appropriate). Purchaser shall have no other remedy in respect of defective Goods and in particular but without prejudice to the foregoing generality shall have no remedy in damages. Purchaser shall notify any defects in the Goods to Seller in accordance with Clause 4.5 and in the event that Purchaser fails to notify any defects in the Goods accordingly it shall be deemed to have irrevocably waived all its rights and remedies which it might otherwise have had with regard to such defects in respect of the Goods.

    10.3. Except to the extent implied by law and which by law cannot hereby be excluded, Seller shall not under any circumstances be liable to Purchaser for any indirect or consequential loss including without prejudice to the foregoing generality, financial loss, loss of profits, loss of business or production, anticipated savings or income. Where any person, firm or company by whom Seller is or has been supplied validly excludes limits or restricts his or its liability to Seller in respect of the Goods or any of them or any loss or damage arising in connection therewith, then the liability of Seller shall be correspondingly excluded, limited or restricted.

    10.4. The provisions of this Clause 10 are subject to the following exclusions:-

    10.4.1. Seller shall have no liability under this Clause to the extent that any loss, cost or damage attributable to any specification or anything else supplied by Purchaser;

    10.4.2. Seller shall have no liability under this Clause 10 if at the time of any claim by Purchaser there is any payment under the Contract outstanding by Purchaser;

    10.4.3. Seller shall have no liability under this Clause 10 where any defect causing loss, damage or expense to Purchaser is attributable to any defect in any part or material supplied by a third party (but Seller shall grant Purchaser such rights as it has against that third party);

    10.4.4. Seller shall have no liability to Purchaser for fair wear and tear, for loss, destruction or damage of the Goods due to repairs or alterations not carried out by Seller, for any misuse or abuse of the Goods nor for any failure to follow any operating instructions, training or manual supplied by Seller or by the manufacturer or manufacturer’s representative in respect of the Goods.

    10.4.5. Seller shall have no liability for damage to the Goods whilst in transit.

    10.5. The rights conferred on the Purchaser by this Clause 10 shall be exhaustive of the Purchaser’s rights in relation to defects in the Goods or their failure to comply with any specification or sample. Except in relation to any death or personal injury caused by the Seller’s negligence or the negligence of those for whom Seller is legally responsible, the Seller shall have no liability to the Purchaser for any representation of any implied term as to the fitness of the Goods for any purpose, or compliance with the sample, satisfactory quality or otherwise and all warranties, conditions or representations applied by law are hereby expressly excluded.

  1. Termination
    11.1 Seller shall be entitled to terminate the Contract or any other contract for the supply of Goods between Purchaser and Seller in the event that Purchaser is in material breach of any terms thereof. Upon termination Seller shall be entitled to repossess the Goods or any other goods supplied under the Contract or such other contract where any sum remains outstanding in respect of the Goods or any other such goods. Furthermore, all sums due by Purchaser to Seller at the date of termination of the Contract or any other such contract shall become immediately due and payable by Purchaser to Seller without prejudice to Seller’s whole other rights and remedies.

    11.2. In the event that Purchaser, being a Limited Company or Limited Liability Partnership, becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or has a Receiver, Liquidator (including a Provisional Liquidator) or Administrator appointed to it, or being an individual, firm or partnership becomes apparently insolvent or has a Trustee in Sequestration appointed or any Trust Deed is signed for on behalf of creditors to his or its estate or the equivalent thereof in any foreign jurisdiction, Seller will be entitled to terminate the Contract or any other contract for the supply of goods and upon termination shall be entitled to repossess the Goods or any other goods supplied under the Contract. In such event all sums due by Purchaser to Seller at the date of termination of the Contract or any other such contract shall become immediately due and payable by Purchaser to Seller, without prejudice to Seller’s whole other rights and remedies.

    11.3. Subject to clause 11.4, Purchaser may not cancel the Contract unless Seller agrees upon the Purchaser first indemnifying Seller against any loss, damage or expense (including loss of profit) which Seller may suffer or incur as a result of the cancellation.

    11.4 Purchaser shall be entitled to terminate the Contract in the event that Seller is in material breach of any terms thereof without indemnifying Seller against any loss, damage or expense (including loss of profit) which Seller may suffer or incur as a result of the cancellation.

  1. Intellectual Property Rights
    12.1 Where any Order includes any specification for the Goods, the information for which is given by Purchaser, then Purchaser will indemnify the Seller on demand against any damage, loss or expense suffered or incurred by Seller as a result or arising out of any claim by any other person for anything included in that specification breached or infringed any patent, copyright, design right, moral right, trademark or any other intellectual property right.
  1. Confidentiality 
    Purchaser undertakes not without written consent of Seller to divulge or disclose to any person, firm or company any knowledge or information concerning the business or financial affairs of Seller, their customers, suppliers or clients or any products or goods produced by Seller for any third party which may have come to Purchaser’s knowledge at any time and Purchaser shall use its best endeavours to prevent publication of or disclosure of any such knowledge or information to any third party. 
  1. Severability 
    To the extent that any clause or part of these Terms and Conditions is or becomes invalid or unenforceable for any reason, the remainder of these Terms and Conditions shall remain in full force and effect to the intent that any invalid or unenforceable clause or provision shall be entirely separate and separable. 
  1. Force Majeure 
    Seller shall be entitled to cancel or suspend the Contract and/or the sale and supply of the Goods without liability for loss or damage if performance of its obligations is prevented or in any way adversely affected by reason of any act or occurrence beyond its reasonable control including, without prejudice to the foregoing generality, fire, accident, failure of suppliers or sub-contractors, strike, riot or civil disturbance, act of war or terrorism, supervening illegality, statutory enactment, Act of God or anything else which commonly comes within the definition of “force majeure”.
  1. Notices
    Any notice to be given by either party to the other under the Order, Contract or these Terms and Conditions shall be in writing and may be delivered by hand or sent by First Class Recorded Delivery post to the address of the other party as given in the Order or such other address as may have been intimated to the other party in terms of this clause. The notice shall be deemed to have been served on the day of delivery or in the case of posting, on the second day following the date of posting.
  1. No Waiver
    No waiver by Seller of any breach of the Contract or any relaxation forbearance, delay or indulgence by the Seller in enforcing any of these Terms and Conditions of Sale shall prejudice, affect or restrict the Seller’s rights and powers hereunder nor bar the Seller from taking steps in respect of any subsequent breach by the Purchaser.
  1. Governing Law
    The Contract and these Terms and Conditions shall be governed by the Law of Scotland and Seller and Purchaser hereby prorogate the non-exclusive jurisdiction of the Scottish Courts.
  1. Headings
    The headings do not form part of these Terms and Conditions.

Last updated July 2019

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