1. Conditions of Sale
1.1 Unless otherwise specifically agreed in writing by Scot Industrial Products Limited, a company registered in Scotland with company number 240428 and having its registered office at 2 Rosendale Way, Auchenraith Trading Estate, Blantyre, G72 0NJ ("Scot Industrial Products"), all quotations and contracts for the supply of goods by Scot Industrial Products are made upon these Conditions of Sale ("the Conditions") which shall at all times override any terms and conditions which the purchaser of such goods ("the Purchaser") imposes or seeks to impose.
1.2 Delivery of any goods following a quotation for supply made by Scot Industrial Products will be made only upon the Conditions. Orders are accepted subject to the Conditions.
1.3 Any variation must be approved by an authorised employee of Scot Industrial Products and be in writing. Any quotation or estimate is given subject to the Conditions.
1.4 “The Contract” means any contract made between the parties that incorporates the Conditions.
2. Payment Terms
2.1 Unless otherwise agreed in writing payment for goods shall be within 30 days from the date of delivery
2.2 Scot Industrial Products shall be entitled without notice to the Purchaser to (a) terminate any outstanding order, (b) withhold and/or suspend supplies and (c) reduce the Purchaser's credit limit.
2.3 Scot Industrial Products shall also be entitled to require immediate payment of any and all monies in respect of goods supplied whether these monies would ordinarily be due for payment at that time or not.
2.3 If any amount due remains unpaid for 60 days or more from the date of delivery, or if the Purchaser ceases to pay debts in the ordinary course of business, or cannot pay its debts as they become due, or is presented with a petition for bankruptcy, or (being a limited company) is presented with a winding up petition, without prejudice to other remedies Scot Industrial Products shall:-
(a) at any time be entitled to charge the Purchaser interest on the amount unpaid at the rate of 8% above the The Royal Bank of Scotland Plc base rate from the date on which payment was due until payment is made in full and the Purchaser will indemnify Scot Industrial Products in respect of all costs incurred by Scot Industrial Products in recovering payment, including the cost of instructing solicitors and any other legal expenses;
(b) have the right not to proceed further with any contract or any other work for the Purchaser and be entitled to charge for work carried out (whether completed or not) and materials purchased for the Purchaser or necessary for the execution of any contract with the Purchaser and such charge shall be an immediate debt due to Scot Industrial Products.
(c) in respect of any unpaid debts due from the Purchaser Scot Industrial Products will have a general lien on all goods in their possession (whether worked on or not) and shall be entitled on the expiration of 14 days notice to dispose of such goods or property in such a manner and at such a price as Scot Industrial Products thinks fit and shall apply the proceeds to such unpaid debts.
2.4 No payment shall be deemed to have been received until Scot Industrial Products have received cleared funds.
2.5 In the event that the Purchaser tenders payment by cheque and the cheque is subsequently returned by the Purchaser's Bankers unpaid, the Purchaser will indemnify Scot Industrial Products in respect of all resulting bank charges incurred by Scot Industrial Products.
3.1 Unless otherwise agreed all goods are sold at our selling price ruling at the time of despatch. Goods sent on approval will be charged at our selling price ruling at the time of despatch.
3.2 Credit (less carriage charges) will be allowed for such goods provided that they are returned in “as new” condition within 14 days from date of despatch. (With the exception of decorated garments).
4. Value Added Tax
4.1 Prices are subject to Value Added Tax at the rate prevailing on the date of despatch. Scot Industrial Products will be entitled to charge the amount of any Value Added Tax whether or not included on the invoice.
5. Acceptance of Order
5.1 Any estimate submitted by Scot Industrial Products is an invitation to treat and no contract exists until Scot Industrial Products accepts the order
6. Retention of Title
6.1 The title of goods shall remain vested in Scot Industrial Products until the full purchase price thereof has been paid. If goods are partly or wholly resold before such price is paid we shall be entitled to the proceeds thereof or the claim to such proceeds.
6.2 The Purchaser's right to resell or use the goods shall terminate automatically on the occurrence of any event set out in Condition 11 and/or if any sum owed to Scot Industrial Products by the Purchaser is not paid when due.
6.3 Until such time as legal title in the goods passes to the Purchaser Scot Industrial Products may at any time require the Purchaser, its liquidator, receiver, administrative receiver or administrator to return the goods and/or may repossess the goods by entering upon any premises of the Purchaser or any third party where the goods are reasonably believed to be stored.
6.5 Without prejudice to any other right or remedy available to Scot Industrial Products, if the Purchaser is in breach of the payment terms or of any of its obligations under the contract, Scot Industrial Products shall be entitled to (a) cancel the Contract; (b) suspend further deliveries; or (c) terminate any outstanding order or quotation without incurring any liability as a consequence of this action.
6.6 Scot Industrial Products reserves the right at any time before title in the goods has passed to the Purchaser to require the Purchaser to deliver up the goods if any of the events specified in Condition 11 occurs.
7.1 Scot Industrial Products shall have the right to deliver and invoice any part of the goods ordered when such part shall be available.
7.2 Unless otherwise agreed delivery of the goods shall take place at the Purchaser’s place of business. A charge may be incurred to cover extra costs involved in delivery to a different address.
7.3 Where Scot Industrial Products makes delivery of the goods to the Purchaser’s place of business or any other place as agreed in writing, all charges in relation to carriage will be borne by the Purchaser.
7.4 The quantity of any consignment of goods as recorded by Scot Industrial Products upon despatch from Scot Industrial Products’s place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
7.5 The risk in goods shall remain with Scot Industrial Products until delivery when the risk shall pass to the Purchaser.
7.6 Claims for shortages, defect or damaged goods must be made in writing to Scot Industrial Products within 7 days of delivery and the items in respct of which defect or damage is claimed retained for inspection by Scot Industrial Products for a period of 28 days after notice in writing to Scot Industrial Products of any claim.
7.7 Claims for non-delivery must be made to Scot Industrial Products within 14 days of date of despatch shown on invoice.
7.8 Scot Industrial Products shall not be under any liability whatsoever in relation to any claims unless the conditions above are complied with. In relation to all claims which Scot Industrial Products are liable liability shall be limited to replacement of the lost, damaged or defective item as the case may be and Scot Industrial Products shall not be liable for any type of indirect loss or third party claim.
8.1 If the Purchaser establishes to Scot Industrial Products’ reasonable satisfaction that there is a defect in the goods or there is some other failure by Scot Industrial Products in relation to the conformity of the goods with the Contract, then Scot Industrial Products shall, at its option and at its sole discretion, and within a reasonable time, replace such goods with goods which are in all respects in accordance with the Contract, or issue a credit note to the Purchaser in respect of the whole or part of the Contract price of such goods as appropriate, provided that the liability of Scot Industrial Products under this Condition shall in no event exceed the purchase price of such goods and performance of any one of the above options shall constitute an entire discharge of Scot Industrial Products’ liability under this warranty.
8.2 Condition 8.1 shall not apply unless the Purchaser (a) notifies Scot Industrial Products in writing of the alleged defect within 7 days of the time when the Purchaser discovers or ought to have discovered the defect; and (b) affords Scot Industrial Products a reasonable opportunity to inspect the relevant goods.
8.3 If Scot Industrial Products elects to replace the goods pursuant to this Condition, Scot Industrial Products shall deliver the replacement goods to the Purchaser at Scot Industrial Products’ own expense at the address to which the defective goods were delivered and the legal title to the defective goods which are being replaced shall (if it has vested in the Purchaser) re-vest in Scot Industrial Products and the Purchaser shall make any arrangements as may be necessary to deliver up to Scot Industrial Products the defective goods which are being replaced to Scot Industrial Products.
8.4 Scot Industrial Products shall be under no liability under the warranty in this Condition (a) in respect of any defect arising from wilful damage, negligence, abnormal storage conditions; (b) if the total price for the goods has not been paid by the due date for payment; or (c) if the Purchaser makes any further use of the goods after giving notice in accordance with this Condition.
9.1 Except in respect of death or personal injury caused by Scot Industrial Products’ negligence, Scot Industrial Products will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by Scot Industrial Products’ employees or otherwise) which arise out of or in connection with the supply of the Goods and Services.
9.2 Scot Industrial Products shall not be liable to the Purchaser or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of Scot Industrial Products’ obligations if the delay or failure was due to any cause beyond Scot Industrial Products’ reasonable control.
9.3 Liability for any direct loss or damage which arises out of or in connection with the Contract shall be limited to the contract value.
10. Force Majeure
10.1 Scot Industrial Products Limited shall be under no liability if notice is given in writing to the Purchaser that Scot Industrial Products Limited is prevented from or delayed in carrying out the contract due to circumstances beyond the reasonable control of Scot Industrial Products Limited including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lockouts, strikes or other action taken by employees in contemplation of or furtherance of dispute or owing to inability to produce materials or services required for the performance of the contract. Upon receipt of such notice the Purchaser may by written notice to Scot Industrial Products Limited elect to terminate the contract and pay for work done and materials used but subject thereto shall otherise accept delivery when available.
11.1 Scot Industrial Productsmay cancel the Contract or suspend any further performance of the Contract, or cancel delivery of the goods or stop any goods in transit without any liability to the Purchaser by providing notice in writing to the Purchaser if:
(a) the Purchaser commits a material breach of any of its obligations under the Contract which is incapable of remedy;
(b) the Purchaser fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract;
(c) the Purchaser makes any voluntary arrangement with its creditors, becomes bankrupt, or goes into liquidation;
(d) a receiver is appointed, to any of the property or assets of the Purchaser;
(e) the Purchaser ceases, or threatens to cease, to carrying on of business; or
(f) the Purchaser reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies Scot Industrial Products accordingly.
11.2 Notwithstanding any such termination or suspension in accordance with the above the Purchaser shall pay Scot Industrial Products at the Contract rate all payments subsisting at the time of termination.
11.3. Termination of this Agreement pursuant to Condition 11.1 will be without prejudice to any other claims, rights or remedies of the Scot Industrial Products under the Contract or by law or equity, including claims for loss or damage. No termination of the Contract will relieve the parties of any unfulfilled obligation or liability that was incurred by such party pursuant to the Contract prior to such termination.
12. Data Protection
13.1 Each right or remedy of Scot Industrial Products under the Contract is without prejudice to any other right or remedy of Scot Industrial Products whether under the Contract or not.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.3 Failure or delay by Scot Industrial Products in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
13.4 Any waiver by Scot Industrial Products of any breach of, or any default under, any provision of the Contract by the Purchaser will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
14.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by the laws of Scotland and the parties submit to the exclusive jurisdiction of the Scottish courts.
14. All Rights Reserved
14.1 No part of any Scot Industrial Products publication may be reproduced or transmitted in any form or by any means including photocopying and recording, without the written permission of the copyright holder, application for which should be addressed to the publisher.
16.2 Such written permission must be obtained before any part of this publication is stored in a retrieval system of any nature.
16.3 All prices are subject to alteration without notice.
16.4 Scot Industrial Products reserve the right to amend these Conditions.
Scot Industrial Products is a company registered in Scotland.
Company number 240428
VAT Number is 918 0895 95