Terms of Sale

Formation of Contract

The contract between the Seller and the Purchaser comprises the Confirmation of Order signed by the Seller (the ‘Order’) or quotation and these Terms & Conditions. Any other terms proposed by the Purchaser are excluded.

Price & Payment

The Price and payment terms are set out in the Confirmation of Order or quotation. If payment terms are not set out in the Order/quotation, payment is due within 30 days of the date of each invoice.

The prices do not include delivery which will be the responsibility of the Purchaser unless otherwise stated.

The Seller reserves the right to charge interest on any overdue payment at in accordance with the Late Payment of Commercial Debts (Interest) Act.

Prices of the goods will be the price ruling at the date of dispatch.

All prices quoted are exclusive of VAT.

Variations

If the Purchaser wishes to change anything in the Order, the request must be made in writing. The Seller will inform the Purchaser whether it is willing to agree to the change and, if so, what will be the impact on the price and delivery date. The Purchaser must notify the Seller in writing within 7 days if these changes are accepted and if so, the price and delivery date will be adjusted by the Seller. The Seller will not proceed with the change until this notice is received. A request to reduce the quantity of Products ordered will not result in a price reduction unless otherwise agreed in writing by the Seller. 

Delivery

All delivery dates given by the Seller are given in good faith but dates are not guaranteed and the Seller will not be liable to the Purchaser for any delay in delivery. 

The Seller will notify the Purchaser when the Products are ready for delivery. Delivery will occur when the Purchaser collects (or arranges collection) of the Products from the Seller’s premises, unless different delivery arrangements are agreed in the Order (at the Purchaser’s expense). If the Purchaser does not collect the Products within 7 days of the delivery date the Seller may charge a reasonable amount for storage pending collection by the Purchaser.

Ownership & Risk

The risk of loss or damage to the Products passes to the Purchaser upon delivery or 7 days after the Seller has notified the Purchaser that the Products are ready for collection at its premises if the Purchaser has not collected them by then.

Ownership in the Products will remain with the Seller until payment in full of all amounts due from the Purchaser have been received by the Seller.

Warranty & Liability

The Seller will exercise reasonable skill and care in the manufacture or preparation of Products (where applicable).

Any defects should be notified within one month of delivery and the defective Product returned to the Seller at the Purchaser’s expense. When the Seller accepts that the defect is due to faulty workmanship or materials the Seller will have the option either to repair or replace the defective Product.

The warranty given above will not apply to defects which are due to: fair wear and tear, accidental damage or failure by the Purchaser to adhere to the Seller’s recommendations.

Force Majeure

The Seller will not have any liability to the Buyer if prevented from performing the Contract on account of force majeure which includes, but is not limited to severe weather conditions, war, terrorism, strikes or difficulty in obtaining materials and labour. In any of these circumstances, the Seller reserves the right to cancel or delay the Order.

Intellectual Property

All designs and intellectual property rights in Products are and will remain the sole property of the Seller. Under no circumstances will the Purchaser copy or make use of any of the Seller’s designs and other intellectual property rights.

Purchaser Default

If the Purchaser (a) commits a breach of contract, or (b) fails to make a payment on the due date, or (c) becomes insolvent or has a receiver or liquidator appointed then, in any such case, the Seller shall be entitled to cancel the contract and repossess any Products for which payment has not been received in full.

Loss or Damage in Transit

We shall not be liable for any loss of or damage to the goods in the course of transit unless the buyer shall have given to us and, where an independent carrier is engaged, to such carrier, within three days of delivery of the goods, notice in writing of the buyer’s complaint.  We shall not be liable for the non-delivery of the whole of any consignment of the goods unless the buyer shall have given to us and, where an independent carrier is engaged, to such carrier, within twenty one days of the date of despatch of the consignment in question, notice in writing of such non-delivery.

Retention of Title

a)     Until such times as all amounts owing (whether immediately or otherwise) by the buyer to us for the goods or for all other accounts whatsoever, have been paid to us, the property in the goods shall remain with us and the buyer shall hold the goods as bailee for us.

b)     The buyer, as bailee, shall have our authority to sell the goods in the ordinary course only of the buyer’s trading business and upon delivery of the goods pursuant to any such sale our rights in the proceeds of sale thereof.

c)     The buyer, as bailee, shall comply with any reasonable directions in writing given by us to the buyer as to the manner of storing the goods so as to separate them from gods not being our property.

d)     The buyer shall not be entitled to return the goods or to refuse or delay payment for the goods on the ground that the property in the goods remains with us.

e)     The buyer acknowledges our right to retake the goods and, for this purpose, to enter upon premises of the buyer where the goods are for the time being stored, if any of the events referred to in condition 7 (Buyer’s Default) occur or if the buyer fails to comply with any directions of ours as to storage given under paragraph (c) above.

Law & Disputes

The contract between Seller and Purchaser is governed by English and Scottish law.

Any dispute which cannot be settled amicably will be referred to mediation at the request of either party. CEDR (the Centre for Effective Dispute Resolution) will arrange the mediation. Any dispute that is not settled will be resolved in the English or Scottish courts.