CONDITIONS OF SALE
A. DEFINITIONS AND INTERPRETATION
In this document, the following words and expressions shall have the following meanings:
“the Buyer” means the company, firm or person from whom a purchase order for the Goods is accepted by the Company;
“the Conditions” means the terms and conditions of sale set out in this document together with any other terms and conditions agreed in writing between the Buyer and the Company;
“the Goods” means the goods of the description given by the Company which the Buyer has ordered and which order has been accepted by the Company, or any part thereof;
“the Price” means the price of the Goods excluding VAT;
“the Company” (also “we” and “us”) means Snapco Limited (SC096274)
B. BASIS OF SALE
Unless special terms are explicitly agreed to in correspondence, the Conditions shall be deemed to be incorporated as conditions of any order, quotation or contract accepted by the Company and shall prevail over any terms and conditions which the Buyer purports or seeks to apply under any purchase order, confirmation or other document. All orders shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these conditions. We reserve the right to accept orders subject to:
a. The supply of the Goods in standard pack or minimum quantities.
b. Prices ruling at date of despatch.
c. Availability of raw materials or the Goods.
C. QUOTATIONS AND PRICES
All quotations are based on current foreign exchange rates, rates of wages, raw materials and general commodities and are subject to revision without notice. Orders based on quotations are only accepted or contracts entered into on condition that they are executed at the prices ruling at the date of despatch. The acceptance of our quotation or Price must be accompanied by sufficient information to enable us to proceed with the order forthwith, otherwise our quotation or Price shall be subject to amendment by us to cover any increase in cost which takes place after acceptance.
D. SAMPLES ETC
Samples must only be regarded as general representatives of the Goods to be supplied. The Goods are not tested or sold as fit for any particular purpose. Any term, warranty or condition, express implied or statutory, to the contrary is excluded.
In the event of any article being defective in materials or workmanship when delivered, we undertake to replace or, at our option, repair the article free of charge. The Company’s liability is limited to such replacement or repair which shall be deemed a complete fulfilment of the contract.
Articles and materials not of our manufacture but processed by the Company are guaranteed only to the extent of the supplier’s own guarantee and without any additional responsibility on our part. The Company shall be under no liability whatsoever for any consequential damage, loss or other expenses whether arising out of contract, negligence or otherwise.
In the event of any complaint or any article being defective in materials or workmanship when delivered, written notification must be made to the Company within 28 days and we are to be allowed a reasonable time thereafter to enable us to replace or repair any article providing that all defective articles are returned to us in the state in which they were supplied by us. The Company shall be under no liability for defective parts damaged in transit to us whether due to unsatisfactory packaging or otherwise.
No order may be cancelled in whole or in part by the Buyer without our previous consent in writing. Upon cancellation of an order, the Company expressly reserves the right to retain any deposit or part payment made by the Buyer.
G. DELAY / FORCE MAJEURE
The time for despatch or delivery shall be extended by a reasonable period if delay in despatch or delivery results from instructions or lack of instructions from the Buyer, or by a “force majeure” event such as industrial dispute, accident, fire, inability to obtain materials, complete or partial failure of transport facilities, or by any other cause beyond our reasonable control. The Company shall, however, not be liable for any delay in delivery howsoever caused. In circumstances outside the Company’s control amounting to a “force majeure” event, we may opt to terminate the contract and notify the Buyer of the same in writing. The circumstances deemed to amount to a “force majeure” event for the purposes of this clause shall be determined at the sole discretion of the Company.
In the event of variation or suspension of work as a result of the Buyer’s instructions or lack of instructions, the contract price shall be adjusted accordingly.
Unless otherwise specified in our quotation or contract, carriage and packaging will be charged extra. Risk in the Goods shall pass to the buyer on delivery or, in the event that the Company has agreed that the Buyer can collect goods from the Company’s premises, risk in the goods shall pass immediately that the Buyer is notified the goods are available for collection and the Buyer will insure the goods accordingly.
J. NON-DELIVERY AND SHORTAGE
The Buyer must carefully examine all goods delivered by us immediately upon arrival and advise any carriers’ representative concerned, at the time of receipt, of any apparent damage, breakage, shortage or irregularity and also within 7 days send advice of such discrepancies to us. Claims for non-delivery or non-tender must be made to us within 7 days from the date of invoice or advice note. Damage, breakage or discrepancy must be notified to carriers in writing within 3 days of receipt of goods conveyed by Goods Train or Road Transport and within 24 hours of receipt of goods conveyed by special means of transport. In the absence of receipt of proper notices and/or claims from the Buyer in the foregoing terms, the Company shall be discharged from all liability in respect of any damage, breakage or shortage.
K. VALUE ADDED TAX
The priceis exclusive of value added tax which will be charged at the current rate at the time of invoicing.
Ledger Accounts are opened subject to satisfactory credit checks. Unless specifically agreed in writing, payment at nett invoice Price is due during the month following that in which the Goods are invoiced. Time of payment is of the essence.
The Goods will be despatched on or before the date of invoice and no responsibility is accepted for delays in transit.
If our terms of payment are not adhered to, the right to suspend despatch is reserved and if default is made in payment, the Company may at our option cancel any undelivered portion of any order but we shall nevertheless be entitled to claim against the Buyer for any loss or damage sustained in consequence of non completion of contract.
Interest will be payable on all overdue accounts at a rate of 4 per cent above the base rate of our bank from time to time calculated on any daily basis from the date of the invoice until the date on which we receive payment.
All pallets, crates and other packaging specified as returnable will be charged for and credited only if returned in good condition and at the Buyer’s expense. No credit will be given for packaging claimed to be returned unless the Buyer can produce the Company’s receipt, thereby clearly identifying the items returned.
N. RETURN OF GOODS
The Company will not accept return of any Goods without prior written consent, which will only be given in exceptional circumstances and at entirely our discretion. A 10 per cent handling charge will be made on all returns (our errors and omissions excepted). Risk in any Goods returned without authorisation will remain entirely with the Buyer.
1. All Goods delivered by the Company to or to the order of the Buyer shall remain the property of the Company until all sums due to the Company from the Buyer on any account whatsoever have been paid in full.
2. Whilst the Goods remain the property of the Company, the Buyer shall without prejudice to any other duty (whether statutory or common-law) the Buyer may have in respect of such goods properly store and handle such goods so that they shall remain safe and undamaged and clearly identifiable as the Goods of the Company.
3. Should the Goods become constituents of or attached or be converted into other products whilst remaining the property of the Company as aforesaid, the Company shall have similar property in the other products as if they were solely and simply the Goods and accordingly sub-clauses 1. and 2. of this clause shall as appropriate apply to such other products.
4. The Company shall be entitled at any time (and in particular if the Buyer becomes a subject of a Liquidation, Bankruptcy or other insolvency proceedings or if a Receiver or Administrator is appointed over any of the assets of the undertaking of the Buyer or if the buyer makes any arrangement or composition with creditors)to repossess Goods delivered to the Buyer and not paid for in full and which still remain the property of the Company and for that purpose to enter upon any premises or lockfast place in which the said Goods are situated and thereafter to re-sell the same giving credit for the re-sale price or salvage value of the repossessed Goods (if any) against the monies due from and unpaid by the Buyer including interest.
The Buyer agrees to indemnify the Company against any damages, losses, costs, claims and / or expenses incurred by the Company in respect of any claim brought against the Company by any third party for any loss, injury or damage in any way connected with the Goods.
No failure by the Company to enforce the Conditions shall constitute a waiver of our rights hereunder.
The Conditions may be subject to amendment by the Company from time to time by 21 days’ notice given by the Company. In the event that the Buyer does not reject the amendment(s) within that 21 day period, the Buyer will be deemed to have accepted the amendment(s).
S. LEGAL CONSTRUCTION
Unless otherwise agreed in writing, the interpretation of the Conditions are subject to the laws of Scotland and the Company and the Buyer shall submit to the exclusive jurisdiction of the Scottish Courts.