Terms & Conditions

1. Acceptance

Unless previously withdrawn, the Company’s proposals are open for acceptance with either:
a) the validity period stated in such proposals or
b) in the absence of such period within 30 days only of the date of any such proposals
It shall be sufficient in the event of the withdrawal of the Company’s proposals that such withdrawals shall be drawn to the attention of the Purchaser either orally or in writing which includes e-mail and facsimile.  Acceptance of the Company’s proposals must be in writing and shall only be binding when actually received by the Company.

2. Delivery

The place of delivery is at the Company’s place of business.  The time for delivery of goods shall be extended for a reasonable period if delay in the delivery of goods is caused by instruction or lack of instruction from the Purchaser or by an industrial dispute or any circumstances beyond the Company’s reasonable control and in any event it is agreed that time for delivery shall not be of the essence.

3. Risk of Loss or Damage

The risk of loss or damage to goods shall pass to the Purchaser on delivery.  If the goods are lost or damaged in transit the Company will take all reasonable steps to assist the Purchaser’s claims against the carrier for such loss or damage but the Purchaser must notify the carrier and the Company within three days of receipt of the goods or in the case of non-delivery within 14 days of the date of the Company’s advice note.

4. Prices and Terms of Payment

  1. Prices are subject to correction for error.  Prices given are subject in variation as hereinafter provided.  The prices of goods will be those ruling at the date of despatch of goods except where paragraph “c” below applies.
  2. Proforma payment is required unless previous arrangements have been made with the Purchaser.
  3. Unless otherwise agreed, all payments shall be made in the currency of the United Kingdom.
  4. Where payment terms are offered, if the Purchaser delays in making its payment to the Company, the Company shall be giving reasonable notice in writing to the purchaser of its intention to invoke this sub-clause be entitled to interest on the sum due from the time fixed for payment as above at the rate of 2% per month or such other rate of interest as may be notified to the purchaser.

5. Taxes

The amount of any and all present or future taxes or other governmental charges upon the production shipment or sale of the goods shall be added to the price and paid by the Purchaser notwithstanding any of the provisions of Clause 4 hereof. The Purchaser is responsible for all taxes which may be incurred.

6. Products and Prices

The amount of any and all present or future taxes or other governmental charges upon the production shipment or sale of the goods shall be added to the price and paid by the Purchaser notwithstanding any of the provisions of Clause 4 hereof. The Purchaser is responsible for all taxes which may be incurred.

7. Warranties

  1. The Company will free of charge make good by repair, or by its option, by the supply of a replacement, defects which under condition of proper use appear in any goods manufactured by it and which arise solely from faulty design or materials or workmanship provided that the equipment is returned carriage paid to the place of shipment or dispatch within 12 months after the date of shipment or dispatch by the Company.  The Company, may, at its option, issue a credit note to the Purchaser for goods returned under this clause.  If inspection by the company does not disclose a defect within the terms of this warranty, the Company’s regular charges will be payable.
  2. If the Company supplies goods not manufactured by it (i.e. not identified by the company’s part number) such products will carry only such warranty as is provided by the actual manufacturer of such goods and no further liability therefore shall attach to the Company.
  3. The purchaser agrees to indemnify the Company again against any loss or damage that may arise through the use or supply by the Purchase or orders of the goods.

8. Drawings and Specification

All specifications illustrations drawings and other particulars supplied are as accurate as possible, but none of these form part of the contract between the parties.  Certified outline drawings will be supplied on request.

9. Title

  1. The property in all goods supplied to the Purchaser by the Company whether by this or any subsequent contract between the said parties (hereinafter “the goods”) shall remain in the Company until the Purchaser has paid to the Company in full the contract prices of the goods.
  2. Until payment as above the company shall preserve the goods separately from any other goods in its possession and recognisable as such.
  3. In the event of non-compliance by the Purchaser with any term as to payment for the goods, the Company may by its duty authorised representative and on not less than 24 hours’ notice enter the premises of the Purchaser and remove the goods or any of them.
  4. In the event that the purchaser merges the goods or any of them with others to produce products for resale (hereinafter “the products”) the Purchaser shall retain the products on behalf of the Company as surely for full payment as above, but may sell the products on condition that, until the Purchaser makes payment in full for the goods to the Company, the proceeds of sale of the products or any of them shall be held in trust by the Purchaser for the Company.
  5. For the avoidance of doubt any part payment by the Purchaser of the price of the goods to the Company shall be appropriated  by the Company first toward to the price of the goods merged into the products as in (d) above and thereafter at the Company’s sole discretion.

10. Intellectual Property Indemnification

The Company shall have no liability for infringement of any Worldwide patents, trademarks or copyrights except as specifically provided in this Section.  Any liability of the company shall be limited as set forth elsewhere in the Conditions.  The Company will defend and indemnify Purchaser against allegations of infringement of Intellectual Property Rights subject to the limitations and conditions set forth in this Section. The Company’s obligation to defend and indemnify Purchaser is contingent on Purchaser notifying Company within ten (10) days after Purchaser becomes aware of such allegations of infringement, and the Company having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise.   Notwithstanding the foregoing, the Company shall have no liability for claims of infringement based on information provided by Purchaser, or directed to Products for which the designs are specified in whole or in part by Purchaser, or infringements resulting from the modification, combination or use in a system of the Products.  The foregoing provisions of this Section shall constitute the Company’ sole and exclusive liability and Purchaser’s sole and exclusive remedy for infringement of Intellectual Property Rights.  If a claim is based on information or designs provided in whole or in part by Purchaser, Purchaser shall defend and indemnify the Company for all costs, expenses or judgments resulting from any claim that such Product infringes the Intellectual Property Rights of a third party.

11. Purchaser Indemnity.

Purchaser agrees to defend, indemnify and hold the Company harmless from any and all liability, and to pay all costs and attorney’s fees, for injury or damage to persons or property caused in any manner by the Products while in possession or under the control of Purchaser or Purchaser’s customer except as expressly set forth elsewhere in these Conditions.

12. Disclaimer of Certain Damages.

In no event shall the Company be liable (and Purchaser waives all claims against the Company) for consequential, incidental, exemplary, punitive, special or indirect damages, costs or expenses based upon negligence, breach of warranty, breach of contract, or any other legal theory or cause of action arising, directly or indirectly, from products that are the subject of this contract, or, the use or failure thereof, including but not limited to, damages for loss of production, profits or injury to persons or property. This disclaimer shall remain in full force and effect even in the event that Purchaser’s sole and exclusive remedy shall fail of its essential purpose.

13. Limitation of Liability.

The Company maximum liability shall not exceed the price paid for the product(s) that gave rise to any such liability. The provisions of this paragraph shall survive any termination or expiration of the contract and shall apply regardless of the basis of Purchaser’s claim be it in contract, warranty, tort or otherwise. The remedies of buyer contained in this contract are exclusive and in lieu of any other remedies available to Purchaser under applicable law. The Purchaser is responsible for ensuring the products are suitable for their application and that products are not used in applications where failure could be harm to property or personnel.

14. Intellectual Property and Design

For all orders placed on the company all design documentation, knowledge, know how, tools, jigs, fixtures, process equipment, drawings, specification, intellectual property, copyright, test data, product knowledge and related materials remain wholly owned by the company unless a written agreement is in place between the Purchaser and the Company. The Purchaser should not disclose any of this without written consent to do so.

15. Entire Agreement

The terms and conditions of the proposal constitute the entire agreement in relation to the sale of the equipment or services and all goods and on modification or waiver thereof shall be valid unless made in writing expressly for the purpose and signed by the authorised officer or representative of the Company and of the Purchaser.

16. LAW

The construction or validity and performance of these terms shall be governed by the Laws of Scotland.

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