CONDITIONS OF SALE
No order of the customer placed with TRS Ribbons or Tweed Rosette Supplies (hereinafter called the Company) (whether in
response to a quotation or not) shall be binding on the Company unless and until it is accepted by the Company in writing. The
Company shall not be obliged to accept cancellation of accepted orders and may require payment of a cancellation charge before
accepting any cancellation.
Any contract made between the Company and the Customer (hereinafter called 'the Contract') shall incorporate and be subject to
these Conditions; any other terms which the Customer shall seek to incorporate into the Contract are hereby expressly excluded.
All the terms of the Contract shall be those contained expressly or by reference in the Company's acceptance of order and any
representations or warranty whether written or oral made or given prior to the date of the Contract is expressly excluded.
Price and Payment Terms
a). The price of the Goods shall be as set out in the Company's price list 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 prices quoted if, after the company's acceptance of the order, (1) there is an increase or decrease in the
company's generally accepted applicable prices for such (or similar) Goods, or (2) 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 changes or otherwise.
(c) Unless otherwise specified, VAT or other duties or taxes payable by the Buyer shall be added to the price.
Delivery Dates
The Company intends to use its best endeavours to comply with any date or dates for despatch or delivery of the Goods stated in the
Contract but unless the Contract expressly otherwise provides, time shall not be of the essence of the Contract and such date or dates
shall constitute only statements of expectation and shall not be binding. If notwithstanding that the Company has used its best
endeavours it fails to despatch or deliver the Goods by such date or dates, such failure shall not constitute a breach of the Contract
and the Customer shall not be entitled to treat the Contract as thereby repudiated or to rescind it or any related Contract in whole or
in part or to claim compensation for such failure.
Quality, Quantity and Fitness
Unless exact quantities are specified in the Company's acceptance of order, orders shall be regarded as completed notwithstanding a
deficiency or surplus in quantity of not more than 10 percent and the Company reserves the right to adjust price accordingly.
The company reserves the right to make partial deliveries. Goods in each delivery or part delivery shall be considered sold under
separate contract which may be invoiced separately. Neither any non-delivery, or 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.
Every effort is made to ensure sound material and good workmanship, but all warranties and conditions express or implied as to
materials or workmanship, or the merchantability or fitness of Goods for any particular purpose, whether such purpose be known to
the seller or not, are excluded. In the event of any Goods proving defective however, the Seller is prepared at its sole option either:
a).
To replace such materials free of charge, at the place of delivery and in the condition originally specified, or
b) refund to the Buyer the contract price of such Goods, if required to do so, within a reasonable time, but not more than 12 months
from the date of delivery. Any liability is limited to such replacement or refund and does not extend to any other expenditure
incurred or to any consequential damages. For this warranty to apply the Goods must:
(i). have been accepted and paid for by the Buyer and
(ii). be found upon examination by the Seller to be defective, owing to faulty materials or workmanship. The Seller accepts no
responsibility for fair wear and tear, incorrect or defective storage, fitting, installation or use, unauthorised reconditioning or repair,
accident, neglect or cause beyond the Seller's control.
Interest on Late Payment
The Company shall be entitled to interest on any part of the Contract price not paid by its due date from the date of invoice until
payment at the rate of 5 percent per annum above Midland Bank Limited's Base Rate prevailing from time to time during such
period.
Risk and Ownership
Delivery of the Goods shall be made to the Buyer at the place agreed between the parties and the risk in respect of all Goods shall
pass to the Buyer at the time of delivery. If no place for delivery is agreed, delivery shall take place at the seller's works immediately
prior to loading for despatch to the Buyer. Ownership of the Goods will not pass to the Buyer until they have been paid for in full.
Costs
The Customer hereby undertakes to pay to the Company (on the basis of a full indemnity) all costs, charges and expenses incurred by
the Company in collecting or attempting to collect any indebtedness of the Customer to the Company.
Acceleration of Payments
If the customer is insolvent or shall fail to pay any amount upon its due date then the Customer will be deemed to have repudiated all
contracts and all sums owing to the company on any account shall become due and payable forthwith without any requirement for
any notice to be given.
Manufacturers Warranties or Guarantees
Industrial equipment is sold subject to the terms and conditions of sale imposed by the manufacturer particularly as regards any
warranty or guarantee arrangements. This is of particular inportance on imported goods. Industrial and commercial equipment may
have a much shorter guarantee period or impose much stricter conditions than generally applied to consumer goods. Where the
customer has entered into a guarantee arrangement with the manufacturer or importer, whether for extended guarantee or not, the
Company will have no liability for the performance of that guarantee.
Consequential Loss
The Company shall not be under any liability whatsoever or howsoever 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 arisen 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.
Force Majeure
In the event of war, invasion, act of foreign enemy, hostilities (whether war has been declared or not) civil war, rebellion, revolution,
insurrection or military or usurped power, the Seller shall be relieved of all liabilities incurred under the Contract wherever and to
the extent of which the fulfilment of such obligation is affected, prevented, frustrated or impeded or delayed as a consequence of any
such event or by statutes, rules, regulations, orders or requisitions issued by any Government Department, Council or other duly
constituted Authority, including the imposition of restrictions or quotas or levies on the exportation or importation of the Goods or
from strikes, lockouts, labour disputes, breakdown, natural catastrophe, fire or accident to the plant of the Seller, or a relevant
supplier of the Seller, or any other cause (whether or not of a like nature) beyond the Seller's control.
Governing Law
The contract between the Seller and Buyer is governed by Scottish Law and the Buyer submits to the non-exclusive jurisdiction of
the Scottish courts.
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