Terms & Conditions of Sale
The "Contract" means the agreement between the Company and the Customer
for the supply of the Goods
The "Company" means Glenmuir Ltd.
The "Customer" means the purchaser of the goods.
The "Goods" means the subject matter of the contract and includes service.
The Contract is entered into and all quotations are given subject to these conditions which may only be varied or waived by written agreement between the Company and the Customer. The Contracts shall be made when the Company has accepted an order placed by the Customer. If these conditions differ from the terms of any offer made or order placed by the customer any subsequent communications by the Company constitutes a counter-offer and not an acceptance of such terms. Any quotation is not an offer and may be varied or withdrawn without notice.
All descriptions and details in the Company's quotations, proposals, specifications, price lists, order documents and samples supplied are only illustrative of a type of product or service and do not constitute warranties, conditions or representations of the Company. No aspects shall be binding upon the Company unless expressly contained in the Contract.
All payments made to the company shall be made in full without deduction or withholding strictly in accordance with the terms of settlement stated on the company's invoice and free from set-off or counter-claim. Failure by the Customer to make payment in accordance with the terms agreed shall, without prejudice to any other remedies the Company may have, render the Customer liable to pay interest on the total sums outstanding calculated at 4% above Royal Bank of Scotland base rate from time to time in force calculated from the date of delivery, such interest accruing on a daily basis and being repayable on demand.
Any times quoted for delivery or dispatch are estimates only and the Company shall not be liable for failure to meet such times nor shall the Customer be entitled to reject the Goods or to treat the Contract as repudiated in the event of any such failure. The Company must be notified of any alleged non-delivery, short delivery or damage to the Goods forthwith and failure to give such notice shall mean that the goods shall be deemed to have been accepted/delivered and the Customer shall be bound to pay accordingly.
6. Force Majeure
The Company shall be under no liability for any breach of or non-fulfillment of the provisions of the Contract which shall be attributable to act of God. Government Act, hostilities, civil commotion, strike, lock-out, industrial dispute, tempest, explosion, fire, power failure, accident, inability to obtain materials or other cause beyond the effective control of the Company. In the event that the Contract shall become impossible to perform or otherwise frustrated the Company shall be entitled to a fair and reasonable proportion of the total price payable under the Contract in respect of work done under the Contract.
The price payable by the Customer shall be the price in force at the time of delivery and shall take account of changes before delivery in respect of any increases in the cost of materials, conforming to statutory obligations and any other changes in economic conditions. The Company reserves the right to apply a minimum charge on small value orders.
Without prejudice to any other remedies the Company may have against the Customer, the Company shall have the right in the event of any delay in the payment of any sum due to be paid to the Company or if the Customer commits any breach or non - observance of any provision of the Contract or the Customer's financial condition does not in the Company's judgement justify continuance of the Contract to suspend the performance of its obligations under the Contract or terminate the Contract and retain all sums paid in account thereof.
9. Property and Risk
Until the Company has received payments in full therefor the Goods shall remain the Company's sole property (notwithstanding delivery to the Customer) and if required by the Company the Customer shall mark, set aside or otherwise distinguish the Goods as being the Company's sole property. The risk of loss or damage to the Goods shall pass to the Customer either on delivery or on the dispatch ex works, whichever shall be the terms of sale.
10. Return of Goods
The Company will not accept any return of the Goods for credit unless previously agreed in writing by the Company and the Company shall have no responsibility for any Goods returned for credit without such prior agreement in writing. No responsibility will be accepted for Goods which have been processed or cut into and in any event where one month shall have elapsed from dispatch of Goods.
11. Exclusion of Liability
The Company shall be under no liability (including liability from any indirect or consequential loss or damage) of whatsoever kind howsoever caused whether or not due to the negligence of willful default of the Company or its servants or agents arising out of or in connection with any defect or failure or unsuitability for any purpose of the Goods or any part thereof. All conditions, warranties or other terms express, implied, statutory or otherwise are hereby excluded. If this provision is held to be wholly or partly ineffective in relation to any claim by the Customer, the Customer shall not be entitled to reject the Goods and any damages recovered by the Customer shall be limited to the price of the Goods or, if lower the reasonable cost of remedying the breach of duty provided that the Company shall be first afforded the opportunity to carry out such remedial work itself. Save in the case of an international supply contract within the meaning of Section 26 of the Unfair Contract Terms Act (1977) nothing contained herein shall exclude or restrict any legal liability of the Company to the Customer under the Unfair Contract Terms Act (1977) and/or the Sale of Goods Act (1979).
The Company reserves the right without notice or reference to the Customer to alter the specification of the Goods provided that the Goods comply in all other reasonable respects with the Contract.
The Contract does not grant the Customer or any other third party any license express or implied under any industrial property right of the Company. Any information, drawings or data given in confidence to the Customer shall not be divulged to any third party and in the event that any such information, drawings or data is divulged to the detriment of the Company the Customer shall indemnify the Company in full against all costs, expenses, damage or loss directly or indirectly occasioned thereby.
It shall be a condition of the Contract that for the duration of the Contract and for twelve months after its termination that the Customer shall not without the written consent of the Company offer or permit the employment of any employee of the Company who shall have taken part in the performance of the Contract
15. Information and Access
Throughout the duration of the Contract the Customer shall promptly give to the Company such information as the Company may require for the purpose of carrying out its obligations under the Contract and shall allow reasonable access to the Customer's staff in order to discuss any and all matters connected with Contract.
Failure by the Company at any time to enforce any of the provisions of the Contract shall not be construed as a waiver of any such provision or in any way affect the validity of the Contract.
Any individual in whole or in part of any provision of the Contract shall not effect the validity of any other provisions.
The Contract shall be governed by and construed in all respects in accordance with Scottish Law.
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