TERMS AND CONDITIONS OF ORDER FOR GOODS

 

1. Interpretation, application of these terms and conditions, and basis of contract

   • “Buyer” and “Seller” are the respective business entities named as such in the Order.
   • “Order” means the order form overleaf which incorporates and is subject to the Conditions.
   • “Conditions” means these terms and conditions and any further terms or requirements set out in the Order.
   • “Goods” means any and all of the goods described in the Order.
   • “Specification” includes any plans, drawings, data or other information relating to Goods whether supplied or produced by Buyer or Seller.
   • An Order is an offer by Buyer to purchase Goods from Seller. Seller shall accept the Order.

 

A binding contract for the supply of Goods subject to the Conditions shall exist (“the Contract”) upon the earlier of either Seller’s written acceptance of the Order subject to the Conditions or the delivery of Goods.

• The Conditions shall govern the Contract to the exclusion of:
  • any previous oral or written representations.
  • any other terms and conditions, including any that Seller purports to impose or incorporate whether or not contained or referred to in any quotation, Specification, price list, acceptance, acknowledgment, delivery note, invoice, or similar document; and
  • any implied by trade custom, practice, or course of dealing.
• No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of Buyer and Seller.

 

2. Specification

   • The quantity, quality and description of Goods shall, subject as provided in the Conditions, be as specified in the Order and/or in any Specification supplied by Buyer to Seller or agreed in writing by Buyer
   • Without prejudice to 2.1 above, Goods shall upon delivery and [for a reasonable period of time thereafter] OR [for a period 6 months thereafter] be free from defects in design, material and workmanship, and conform to the Sale of Goods Act 1979 requirements as to correspondence with any sample, as to satisfactory quality, and as to fitness for purpose (including any particular purpose for which Goods are being bought if Buyer has made known that purpose to Seller in the Order or in writing prior to issuing the Order, and in this respect Buyer relies on Seller’s skill and judgment).
   • Any Specification and all intellectual property rights therein shall be Buyer’s exclusive property.
   • Goods shall be marked as required by Buyer and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.

 

3. Price

The total price of Goods (“Price”) shall be a fixed price, shall be as stated in the Order, shall be exclusive of any applicable value added tax (which shall be stated in the Order and payable by Buyer subject to receipt of a VAT invoices) and shall be inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the delivery address and any duties, imposts or levies other than value added tax.

 

4. Payment

Seller shall be entitled to invoice Buyer (quoting the Order number) on or at any time after delivery of Goods, and Buyer shall pay the Price and any applicable VAT within 30 days after the end of the month of receipt by Buyer of a proper invoice or, if later, after acceptance of Goods in question by Buyer, but time for payment shall not be of the essence of the Contract.

 

5. Delivery

   • ‘Delivery’ means completion of unloading of Goods by Seller at the delivery address.
   • Goods shall be delivered (with a packing note quoting the Order number) to the delivery address stated on the Order on the date or within the period stated in the Order, in either case during Buyer’s usual business hours.
   • The time of delivery of Goods is of the essence of the Contract.
   • Risk of damage to or loss of Goods and ownership of Goods shall pass to Buyer upon delivery to Buyer.
   • Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract and shall not be deemed to have accepted any Goods until Buyer has had a reasonable time to inspect them following delivery.
   • Buyer shall not be deemed to have accepted Goods until it has had 14 days to inspect them following delivery.
   • Buyer shall also have the right to reject Goods as though they had not been accepted for 14 days after any latent defect in Goods has become apparent.

 

6. Indemnity

Seller shall indemnify Buyer in full against all liabilities, losses, damages, costs, and expenses (including legal expenses) awarded against or incurred or paid by Buyer as a result of or in connection with Seller’s performance, delay or failure to perform the Contract.

 

7. General

   • Buyer may assign the Contract or any part of it to any person, firm, or company. Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of Buyer.
   • No waiver by Buyer of any breach of the Contract by Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
   • Any provision of the Conditions held by any competent authority to be invalid or unenforceable in whole or in part shall not affect the validity of the other provisions of the Conditions.
   • A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
   • The Contract shall be governed by the laws of Scotland and the parties agree to submit to the exclusive jurisdiction of the Scottish courts.
   • Buyer’s rights/ remedies under the Conditions are in addition to those implied by statute and common law.