Terms & Conditions of Sale
1.Basis of the Sale
a) M & T Pipeline Supplies Ltd (registered in Scotland No. 241615) (ďThe SellerĒ) shall sell and the person who accepted a quotation of the Seller or whose order has been accepted by the seller (the buyer) shall purchase the good which the Seller is to supply hereunder (the Goods) in accordance with any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions which shall govern the contract (the Contract) to the exclusion of any other terms and conditions.
b)Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, use or preparation of the Goods is followed or acted upon entirely at the Buyers own risk, and accordingly the Seller shall not be liable for any such advice or recommendation.
2. Orders an Specifications
The quantity, quality and description of and specification for the Goods shall be those set out in the Sellerís quotation (or the Buyerís order). No order, which has been accepted by the Seller, may be cancelled by the Buyer except with the agreement in writing of the seller.
3. Price of the Goods
a)The price of the Goods shall be the Sellerís quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Sellers published price list current at the date of acceptance of the order. All prices quoted may be altered at any time by the Seller without giving notice to the Buyer.
b)Unless otherwise stated under the terms of any quotation, all prices are given by the Seller exclusive of delivery costs. Where the Seller agrees to deliver the Goods otherwise than at the Sellers premises, the Buyer shall be liable to pay the Sellerís charges for transport, packaging and insurance.
c)The Price is exclusive of value added tax which shall be payable (where applicable) in addition thereto.
d)The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be give to the Buyer provided they are returned undamaged to the seller before the Due Date.
4. Terms of Payments
a)Subject to any special terms agreed in writing between the Buyer and the seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection (or as the case may be) the Seller has tendered delivery of the Goods.
b)The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled but without any other deduction) within 30 days (the ďDue DateĒ) of the date of the date of the Sellerís invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract.
c)If the Buyer fails to make any payment on the Due Date then, without prejudice to any other right or remedy available the Seller, the Seller shall be entitled to
1. Cancel the Contract or suspend any further deliveries to the Buyer.
2. Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller as the Seller may think fit(notwithstanding any purported appropriation by the Buyer)
3. Charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of five per cent per annum above the base rate from the time to time of the Bank of Scotland until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
a)Delivery of the Goods shall be made by the Buyer collecting the Goods at the Sellerís premises at any time after the Seller has notified the Buyer that the Goods are ready for collection of, if some other place for delivery is agreed, by the Seller delivering the goods to the place
b)Any dated quoted for delivery of the goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods, howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer
c)Were the Goods are to be delivered in instalments, each delivery shall for the purposes of this clause constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with the Condition or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated
d)If the Seller fails to deliver the Goods for any reason other than any cause beyond the Sellerís reasonable control of the buyerís fault, and the Seller is accordingly liable to the Buyer, the Sellerís liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods
e)If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery( otherwise than reason of any cause beyond the buyerís reasonable control or by reason of the Sellerís fault then, without prejudice to any other right or remedy available to the Seller, the Seller may:
1.store the Goods until actual delivery and charge the Buyer for the reasonable costs ( including Insurance) or storage, or
2.Sell the Goods at the best price readily obtainable and (after deduction all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or (taking account of such storage and selling expenses charge the buyer for any shortfall below the price under the Contract.
6. Risk and Property
a)Risk of damage to or loss of the Goods shall pass to the Buyer:
1.in the case of Goods to be delivered at the sellerís premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
2.In the case of Goods to be delivered otherwise than at the Sellerís premises, at the time when the goods are despatched from the Sellerís premises or (if the latter is not applicable) upon the Goods being consigned to a carrier for delivery to the Buyer.
b)Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title to ownership of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due
c)Until such time as title to and ownership of the Goods passes to the Buyer, the Buyer shall hold the Goods as the sellerís agent and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellerís property. Until that time the Buyer shall be entitled to resell by armís length sale or otherwise of the Goods whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer or any third party where the Goods are stored and repossess the Goods
d)From the time when the Buyer has failed timeously to pay the price for the Goods, in full until such time as title to and ownership of the Goods passes to the Buyer ( and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods
e)The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods, which remain the property of the Seller.
a)Any claim by the Buyer which is based on any defect in quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 48 hours the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract
b)Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specifications or any other breach of the Contract is notified to the Seller in accordance with these conditions with these conditions the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Sellerís sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer
c)Except in respect of death or personal injury caused by the Sellerís negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential compensation whatsoever( and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer
d)The Seller shall not be liable to the Buyer or be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Sellerís obligations in relation to the Goods, if the delay or failure was due to any cause beyond the sellerís reasonable control
e)Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8. Insolvency of Buyer
a)This clause applies if:
1.the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes apparently insolvent, bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction)or
2.an encumbrance takes possession of, a receiver is appointed of, or any diligence id levied or enforced or sued out upon or against, any of the property or assets of the Buyer; or
3.the Buyer ceases, or threatens to cease, to carry on business: or
4.The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notified the Buyer accordingly.
b)If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
a)Any notice require or permitted to be given by either party to the other under the Conditions shall be in writing addressed to that other party at the address set out (overleaf) or at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice
b)No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision
c)If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby, to be valid any amendment of these Conditions shall be in writing
d)Any reference in these Conditions to any provision of a statute shall be construed as reference to that provision as amended, re-enacted or extended at the relevant time
e)Any reference in these Conditions to writing includes a reference to representing or reproducing word in alegible and non-transitory form including telex and facsimile transmission.
f)The headings in these Conditions are for convenience only and shall not affect their interpretation
g)Any typographical, clerical or other error or ommision in any sales literature, quotation, price list, acceptance offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
h)The Contract shall be governed by the law of Scotland.