(a) “The Company” means John Cameron (Plumbers’ and Builders’ Merchants) Ltd.
(b) “The Customer” means the person, firm, company, or other entity supplied or to be supplied with.
(c) “Goods” means the goods, materials, services, and/or other items (whether original or substituted) supplied or to be supplied by the Company to the Customer pursuant to any contract made.
(d) “The contract” means the contract for the supply of goods, materials, services, and/or other items by the Company to the Customer to which these Conditions apply.
Goods
(a) The Goods are supplied on the basis that the Goods may differ from samples thereof sent by the Customer.
(b) The Company does not accept liability for loss or damage arising from the use of any advice or information supplied by the Company.
(c) The Customer shall be deemed to have satisfied itself that the Goods are suitable for the
Warranty
(a) Save as provided in Section 12 of the Sale of Goods Act 1979, the Company gives no warranty and makes no representation whether express or implied as to any matter whatsoever, including (without limitation) condition, merchantability, or fitness for any purpose.
(b) The Company accepts no liability for any loss or damage suffered by the Customer or any third party as a result of or caused by the use of the Goods for a use or purpose for which the Goods
(c) The Company shall incur no liability in respect of any defect or fault in the Goods unless: (i) Details of the defect or fault in the Goods are notified in writing by the Customer to the Company forthwith (and not later than three days) following the delivery or supply of the Goods to the Customer or to a nominee of the Customer. (ii) The Customer gives the Company such opportunity as the Company may reasonably require to examine or inspect the defective or faulty Goods at the premises of the Customer. (iii) The Customer forthwith upon the discovery of such defect or fault by the Customer ceases to use the defective or faulty Goods unless otherwise authorized by the Company in writing; (iv) The Customer, unless otherwise authorized by the Company in writing, returns the defective or faulty Goods to the Company within seven days following the discovery of the defect or
(d) The liability of the Company under this Condition shall be limited to replacing, repairing, or making good the defective or faulty Goods or, at the option of the Company, giving credit or reimbursing to the Customer the price (whether in whole or in part) paid by the Customer to the Company.
Consequential Loss and Damage
Save as herein expressly provided and except as provided in Section 61 of the Unfair Contract Terms Act 197 (liability for death or personal injury resulting from breach of duty), the Company shall not be liable to the Customer or to any third party for any loss or damage (whether direct or consequential) suffered in respect of the Goods or arising from or caused by any defect or fault in the Goods, and the Company shall be indemnified by the Customer against all third party claims made in respect of the Goods.
Customer’s Design
(a) If the Customer requires the Goods to be manufactured or supplied to the Customer’s design, the Customer must provide to the Company a detailed design and/or specification for the Customer’s requirements when the Customer orders the Goods. The Company shall not be liable for any defect or fault in the Goods resulting from the Goods being manufactured or supplied in accordance with the Customer’s design or specification.
(b) The Customer shall indemnify and hold free and relieve the Company from and against any claim, cost, charge, or expense in respect of the infringement or breach of any industrial property right as a result of or caused by the manufacture or supply of the Goods by the Company in accordance with the Customer’s design or specification.
Financial Condition
If the Company shall consider that the Customer’s financial condition does not at any time justify the agreed terms of payment, the Company may, having given notice in writing to the Customer, cancel any unfulfilled order or the contract unless the Customer shall forthwith make payment to the Company for the Goods already delivered or supplied by the Company to the Customer or to a nominee of the Customer or shall make prior payment for the Goods ordered but non-delivered or supplied, or both, at the Customer’s option. The Company shall be entitled to cancel without penalty by notice in writing to the Customer any unfulfilled order or the contract if the Customer becomes insolvent, goes into liquidation, enters into a composition with its creditors, or has a receiver appointed over the whole or any part of its property and undertaking.
Force Majeure
The Company shall not be liable or responsible for any failure to perform in whole or in part or for any delay in performing any of its obligations under these Conditions caused by act of God, war, insurrection, government regulations, embargoes, strikes or walk-outs, illness, flood, fire, equipment breakdown, or any other cause beyond the control of the Company. Should any such event occur, the Company at its option may cancel or suspend (or both) the contract without incurring any liability whatsoever for any loss or damage thereby occasioned.
Waiver of Claims
The Customer hereby waives any and all existing or future claims for compensation or set-off against any payments due by the Customer to the Company under the contract, and the Customer shall pay to the Company the amounts payable to the Company under the contract on the due date or dates for payment thereof regardless of any compensation, set-off, or counterclaim on the part of the Customer against the Company.
Remedies
Any remedies conferred on the Company by these conditions shall be without prejudice to any other remedies available to the Company.
Severability
If any provision of the Conditions is or becomes invalid, illegal, or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions of these Conditions or of the contract shall not in any way be affected or impaired.
Legal Construction
These Conditions and the contract and the validity and performance thereof shall in all respects be governed by and interpreted in accordance with the law of Scotland, and the Company and the Customer prorogate to non-exclusive jurisdiction of the Scottish Courts. The Customer hereby agrees to prorogation of jurisdiction over the subject matter of any dispute between parties at the option of the Company to the Commercial Court in the Sheriffdom of Glasgow and Strathkelvin in Glasgow. The Company shall be free, but not bound, to invoke the terms of this agreement to prorogate jurisdiction, and the Customer shall be barred from revoking his agreement to prorogate after proceedings have been raised against the Customer in the said Court.
Price and Payment
(a) Subject to Conditions 3 herein, the price payable by the Customer to the Company for the Goods shall be the price thereof specified by the Company in the quotation made by the Company for the supply of the Goods or, if different, the price for the Goods specified in the order acknowledgment or invoice given by the Company to the Customer.
(b) Value Added Tax at the applicable rate shall be paid by the Customer to the Company on the price of the Goods at the time of the payment for the price.
(c) If the quotation made by the Company for the supply of the Goods or the order acknowledgment given by the Company to the Customer does not provide that the price includes the costs of packaging, insuring, or delivering the Goods to the Customer, then the costs of packaging, insuring, and delivering the Goods (as the case may be), together with Value Added Tax thereon at the applicable rate, shall be added to the price of the Goods and be paid by the Customer to the Company as part of the price of the Goods in accordance with paragraph (d) of this section.
(d) For customers with a credit account facility, payment for the Goods shall be made by the Customer to the Company within 30 days after the month of delivery to the Customer by the Company in respect of the supply of the Goods, and time for payment shall be of the essence of the contract. For customers without a credit account facility, a deposit is due at the time of ordering, with the balance due prior to delivery or collection.
(e) Unless otherwise specifically agreed by the Company, accounts are strictly net. Interest at the rate of five per centum per annum above the base lending rate from time to time and for the time being of the Bank of Scotland shall be payable on any sums payable by the Customer to the Company and not paid on the due date or from the due date of payment thereof until the date of actual payment thereof to the Company, and that whether or not after judgment or decree. Such interest shall be calculated on the basis of the actual number of days elapsed.
(f) Unless the customer in writing ascribes any payments to account of any particular invoices, the company shall have the absolute right to ascribe payments to account of any invoices, due and payable as at the date of receipt of the payment to account, regardless of the dates of the invoices and of any rule of law to the contrary.
