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1. INTRODUCTION

A. In these terms and conditions the following expressions shall have the following meanings:-
    “the Company” means Ayrshire Memorials of Unit 12a, Highhouse Ind. Est, Auchinleck

“the Buyer” means the person, firm or company offering to buy goods from the Company.

“the Goods” means the goods or services which the Buyer is buying or offering to buy and also goods and services are as per the quotation or invoice overleaf

B. The law of Scotland will govern both the interpretation and implementation of this contract.  In the event of any dispute arising as to the interpretation or implementation of the contract jurisdiction is hereby prorogated to the Sheriff Court of South Strathclyde Dumfries and Galloway Court at Ayr

C. Each of the provisions of the agreement shall be treated as separate and distinct and any part held by a Court to be unenforceable shall be considered removed and shall not affect the validity of the remainder.  No particular provision shall be taken as limiting, prejudicing or affecting in any way other provision or any right, remedy or entitlement of the Company under general law.

D. THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO CONDITIONS 4B, 4C, 4E, 6, 7, 8.

2. PRICES

A. The prices for the Goods shall be as set out in the Company’s quotation, order, acknowledgement or invoice but the Company reserves the right at its option to charge or credit to the Buyer the amount of any error or omission in the price as so set out

B. The Buyer agrees that the Company shall have the right at any time before delivery of the Goods to withdraw any discount and/or to revise any price quoted if after the Company’s acceptance of any order, (i) there is any increase or decrease in the Company’s generally applicable prices for such (or similar) goods, or (ii) there is an increase or decrease in the cost to the Company of supplying the Goods whether by reason of exchange rate fluctuations, third party charges or otherwise.

C. Unless otherwise specified VAT and any other duties or taxes payable by the Buyer shall be added to the price

3. PAYMENT TERMS

A. Payment of all goods or services shall be on receipt of delivery of any or all goods and services, or earlier if so stated in the invoice.

B. Payment is due in full pounds sterling without any deduction or set-off within 7 days of the date of invoice which may be issued at any time after the goods are ready for despatch.

C. If any payment is not made when due the Company may charge and the Buyer shall pay on demand, interest on the amount from time to time outstanding from the due date until payment (calculated on a daily basis) at the rate of 4% above the base rate from time to time of Royal Bank of Scotland PLC.

D. All invoices shall be final and binding unless within 3 days of the invoice date, the Buyer objects in writing to the Company, stating the reasons for the objection.

E. The Company may suspend or cancel deliveries or modify credit terms in the event of late payment or if the Company in its absolute discretion considers that the Buyers financial circumstances or standards of operation cease to justify the previous arrangements.

4. DELIVERY AND RISK

A. The Goods will be delivered to the Buyer carriage paid within the U.K. subject to a charge which may be made for any special delivery arrangements requested by the Buyer. Risk will pass to the Buyer on delivery

B. Any claims for non-delivery, damage to, shortages, or apparent defects in the goods must be made in writing to the Company within three working days of delivery (or in the case of non-delivery within five days of the invoice date or within five days of the delivery date on the invoice if later) giving full particulars including the number and condition of parcels received and must also note on the carriers receipt any shortages or external damage to the parcels and otherwise the Buyer shall be considered to have accepted delivery.  The Buyer is accordingly advised to inspect the goods as soon as possible after the delivery and any damaged packaging and contents must be held for inspection by the Company or the carrier.  No goods or parts may be returned to the Company for any reason unless in accordance with the Company’s Returns Authorization Procedure (as notified from time to time to the Buyer).

C. The Company shall not be liable to the Buyer for any damage to or apparent defect in the goods unless the Buyer complies with condition 4B above and establishes that the damage/defect occurred before delivery.

D. While the Company will make every reasonable effort to meet any given date, time of delivery is not of the essence of the contract.

E. While the company will make every reasonable effort to meet orders accepted, all orders are accepted conditionally upon the availability of the Goods and the Company shall not be liable if prevented from meeting any order because the Goods (or any part thereof) are not readily available by reason of circumstances outside its control.

F. The Company reserves the right to make partial deliveries.  Goods in each delivery or part delivery shall be considered sold under a separate contract which may need invoiced separately. Neither any non-delivery, nor shortages in delivery nor any claim by the Buyer in respect of any delivery or part delivery shall entitle the Buyer to reject any other goods.

5. PASSING OF PROPERTY

A. No property in or title to the Goods shall pass to the Buyer until all amounts due or owing to the company by the Buyer, on whatsoever account have been paid to the Company in full.  The Buyer will have no authority to sell the goods until title to the goods has passed to the Buyer.  The Buyer shall be custodian for the Company of all goods in respect of which title shall not have passed and shall store them separately so that they are identifiable as the Company property

B. If the Buyer fails to pay the price when due, become bankrupt, has a receiving order made against him or makes any arrangement with or assignment for creditors, or if diligence is executed or threatened upon any of the Buyers property or judgement against the Buyer remains unsatisfied for more than 14 days or(if the Buyer is a body corporate) if a resolution or petition for winding up is presented, the Company may recover and shall be considered to have requested the Buyer to return all goods which have not become the Buyers property and the Buyer shall no longer be in possession of them with the Company’s consent.  The Company shall automatically be deemed to have requested the Buyer to return all such goods and the Company shall be entitled to recover and repossess the same in addition to its other rights.

C. For the purpose of recovery the Buyer shall permit the Company, its employees and agents to enter any place where any goods which the Company is entitled to recover are or are believed to be situated and shall on demand pay the Company the cost of removal and transport

D. Nothing in this Condition shall affect the passing of risk or entitle the Buyer to return any goods or refuse or delay payment.

6. DEFECTIVE PRODUCT

A. The Company shall as soon as it is reasonably able investigate any alleged defect and in the event of such defect being proven to the satisfaction of the Company and shall remedy the same free of charge by:-
    a) carrying out such repairs, modifications or alterations to the defective goods: and/or
    b) replacing the defective goods or such component parts as it shall in its absolute discretion think fit.

B. The Buyer shall at the Company’s election indemnify the Company against costs incurred by the Company in investigating the complaint where goods prove not to have been materially defective.

C. The Company shall not be liable for defects in goods caused by fair wear and tear, abnormal conditions of storage or use any act, neglect or default of the Buyer or any third party

D. The return of the Goods and parts (for whatever reason) and applications for repair/replacement of goods must be approved in writing by the Company.  All returned goods shall be deemed to be in perfect condition unless accompanied by full written details of the alleged fault defect such details to be attached to each alleged faulty item.  The Buyer is responsible for the carriage costs in making authorised returns to the Company

E. As a matter of good will and without being obliged so to do the Company may at its sole discretion, upon or after receipt of the alleged defective goods, supply the Buyer with replacement goods.  If however the alleged fault or defect in the alleged defective goods is not subsequently verified, the Company reserves the right to return the alleged defective goods to the Buyer and to charge the cost to the Buyers account in addition to the cost of goods supplied.  If replacement goods are not supplied, the Company may credit the Buyers account with the cost of such goods but in the event of there being no verification of any material fault or defect, the Company reserves the right to return the goods to the Buyer and to debit the Buyers account with their cost.  Any manufactures terms or conditions of sale of general application endorsed on products supplied by the company, which has not been endorsed by the Company, shall be observed and complied with by the Buyer.  In the event of there being any inconsistency between the manufacturer’s terms and conditions and the Company’s Terms and Conditions the Company’s terms shall prevail.

7. LIABILITY

A. The Company shall not be under any liability whatsoever arising from any loss  of use or loss of profit, interruption of business or any other indirect, special or consequential losses of any type arising or alleged to have risen out of any act or default of the Company in respect of its obligations hereunder.

B. The Company’s aggregate liability to the Buyer hereunder or otherwise arising whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered goods which give rise to such liability as determined by the net price invoiced to the customer in respect of any occurrence or series of occurrences

C. The Buyer agrees that he is best able to evaluate the extent and nature of appropriate insurance cover and thus effect such cover at more economic rates and on a more appropriate basis than the Company and that it is therefore reasonable for the Company so to limit and exclude its liability and to fix the price for the Goods on such a basis.  The Buyer also agrees to effect such insurance cover and that his insurers shall have no remedies whatsoever against the Company additional to the Buyer’s.

8. FORCE MAJEURE

A. The Company shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by the Company being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Company’s reasonable control including but not limited to Act of God, war, riot, strike, lockout, trade dispute or labour disturbance, accident, break down of plant machinery, fire, flood, storm difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of Goods or raw materials therefore by the Company’s normal means or the delivery of the Goods by the Company’s normal route or means of delivery.

B. If due to circumstances or events the Company has insufficient stocks to meet all its commitments the Company may apportion available stocks between its customers at its sole discretion.

9. VARIATION OF TERMS

A. The Company reserves the right to vary these Terms and Conditions by not less than 7 days in writing to the Buyer.  The Buyer shall be entitled to reject any such variation by a counter-notice to be served within seven days of the Company’s notice, but unless the Buyer so rejects them the buyer shall be conclusively deemed for all purposes to have accepted such variation which shall be deemed to have come into effect at the expiry of the period of notice specified in the Company’s notice.  These Terms and Conditions and any subsequent variation thereof as aforesaid shall supersede all previous terms and conditions of trading between the Company and the Buyer.

B. No change in these Terms and Conditions shall be effective unless evidenced in writing under the hand of Partner of the Company and in particular no informal variation or relaxation thereof not at any time or indulgence given shall in any way be treated as a waiver of the Company’s strict legal right.

10. NOTICE

A. Any notice or request or other communication required to be given or made hereunder shall be given or made by written notice and no such notice by the Buyer shall be effective unless marked “for the attention of a Partner” and delivered to the Company’s principal place of business and a receipt under the hand of a Partner of the Company obtained therefore or, in the alternative, it is posted to the Company at such principal place of business by first class registered or recorded delivery post and the Buyer obtains a certificate of posting and produces it for inspection when so required by the Company.  In the case of any notice to be served by the Company such notice shall for all purposes be deemed effectively to have been served if personally delivered to the Buyers last known place of business or in the case of a limited company (at the Company’s election) the registered office or place of business as last known, or if posted by the Company to either of such addresses by first class registered or recorded delivery post.  Where postal service is used, all such notices shall for all purposes be conclusively deemed to have been delivered in the normal course of post unless there shall at the relevant time have been in progress a widespread disruption of the mail service.