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HCS Business Interiors trading as HUNTERS CONTRACTS (SCOTLAND) LIMITED
11 CAMBUSLANG ROAD, GLASGOW, G32 8NB
CONDITIONS OF SALE
1 INTERPRETATION
1.1 In these conditions, the following expressions shall have the following meanings: -
“Contract” means any contract between the Seller and the Purchaser for the sale and purchase of the Goods, incorporating these conditions; “Goods” means any goods agreed in the Contract to be supplied to the Purchaser by the Seller (including any part or parts of them);“Purchaser” means the person, firm or company who purchases the Goods from the Seller; and “Seller” means Hunters Contracts (Scotland) Limited a company incorporated under the laws of Scotland with registered number SC250704 whose registered office is at 168 Bath Street, Glasgow, G2 5TQ.
1.2 A reference to a particular statutory provision is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes only subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and vice versa.
1.4 References to one gender include all genders.
1.5 The headings are inserted for convenience only and shall not affect the interpretation of these conditions.
2 APPLICATION OF TERMS
2.1 The acceptance of an order for Goods by the Seller will be exclusively subject to these conditions which shall accordingly take precedence over and exclude any terms, stipulations or conditions which the Purchaser may purport to introduce under any purchase order, confirmation of order, specification or other document even if such conditions contain a condition similar to this one.
2.2 No terms or conditions endorsed on, delivered with or contained in the Purchaser’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 No alteration or exception to these conditions or any representations about the Goods will be recognised as being valid or binding unless specifically agreed and confirmed in writing by the Seller. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.
2.4 Each order or acceptance of a quotation for Goods by the Purchaser from the Seller shall be deemed to be an offer by the Purchaser to buy Goods subject to these conditions.
2.5 No order placed by the Purchaser shall be deemed to be accepted by the Seller until a written acknowledgement or order is issued by the Company or (if earlier) the Seller delivers the Goods to the Purchaser.
2.6 The Purchaser shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that the Contract shall come into existence until the Seller despatches an acknowledgement of order to the Purchaser. Any quotation is valid for a period of [30] days only from its date, provided that the Seller has not previous withdrawn it.
3 DESCRIPTION
3.1 The quality and description of the Goods shall be as set out in the Seller’s quotation or the Purchaser’s order subject to condition 3.2.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and shall not form part of the Contract.
4 CANCELLATION
The Purchaser shall not be entitled to cancel any order placed by it which has been accepted by the Seller without the prior written consent of the Seller. In the event of such agreement, the Purchaser shall compensate the Seller for any loss (including loss of profit) incurred by the Seller as a result of such cancellation.
5 DELIVERY
5.1 The Purchaser shall take delivery of the Goods within ● days of the Seller giving it notice that the Goods are ready for delivery.
5.2 Any dates specified by the Seller for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
5.3 Subject to the other provisions of these conditions the Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Seller's negligence), nor shall any delay entitle the Purchaser to terminate or rescind the Contract unless such delay exceeds [180] days.
5.4 If for any reason the Purchaser fails to accept delivery of any of the Goods when they are ready for delivery, or the Seller is unable to deliver the Goods on time because the Purchaser has not provided appropriate instructions, documents, licences or authorisations: -
5.4.1 risk in the Goods shall pass to the Purchaser (including for loss or damage caused by the Seller's negligence);
5.4.2 the Goods shall be deemed to have been delivered; and
5.4.3 the Seller may store the Goods until delivery, whereupon the Purchaser shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
5.5 The Seller shall not be liable for any injuries incurred by the Purchaser or the Purchaser’s employees as a result of unloading the Goods.
5.6 The Purchaser shall make available to the Seller a readily accessible delivery point for the Goods which is free from obstructions.
5.7 The Purchaser shall be liable for any injuries incurred by the Seller’s employees while on the Purchaser’s premises.
5.8 The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
5.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Purchaser to repudiate or cancel any other Contract or instalment.
5.10 When the Goods are delivered by the Seller directly to the Purchaser’s customer such customer shall accept the Goods as agent of the Purchaser for the purpose of the Contract.
6 NON-DELIVERY
6.1 The quantity of any consignment of Goods as recorded by the Seller on despatch from the Seller'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.
6.2 The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller's negligence) unless the Purchaser gives written notice to the Seller of the non-delivery within ● days of the date when the Goods were delivered or would in the ordinary course of events have been received.
6.3 Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
7 RETURNS
No returns will be accepted of Goods which have been supplied in accordance with the Contract. No Goods are supplied on a sale or return basis.
8 PASSING OF PROPERTY AND RISK
8.1 The Goods are at the risk of the Purchaser from the time of delivery.
8.2 Ownership of the Goods shall not pass to the Purchaser until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of: -
8.2.1 the Goods; and
8.2.2 all other sums which are or which become due to the Seller from the Purchaser on any account.
8.3 Until ownership of the Goods has passed to the Purchaser, the Purchaser shall: -
8.3.1 hold the Goods on a fiduciary basis;
8.3.2 store the Goods (at no cost to the Seller) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as the Seller's property;
8.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
8.3.4 maintain the Goods in satisfactory condition and keep them insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Purchaser shall produce the policy of insurance to the Seller.
8.4 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
8.5 The Purchaser grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them or for the purpose of recovering the Goods.
8.6 In the event that the Seller shall exercise its rights hereunder to repossess the Goods: -
8.6.1 the Seller shall have no obligation to account to the Purchaser for any amount received by it on sale thereof whether in excess of what is due by the Purchaser to the Seller or not;
8.6.2 if the amount received by the Seller on sale of such repossessed Goods shall be less than the amount due by the Purchaser either in respect thereof or on any other ground whatsoever such repossession shall not extinguish the liability of the Purchaser either for any deficiency in the amount received by the Seller on such sale or for damages in respect of any loss occasioned by the Seller as a result of it exercising its rights hereunder; and
8.6.3 the Purchaser shall be liable to the Seller in addition to any other amount for which it may be liable, for all costs, charges and expenses (including legal costs) on a full recovery basis occasioned by such exercise by the Seller of its said right to repossess.
8.7 Nothing in this condition shall confer any right on the Purchaser to return the Goods to the Seller or to refuse or delay payment thereof. If any such return is so agreed the Purchaser shall be liable to the Company for any loss suffered by the Seller thereby and the return of the Goods shall not extinguish any claim by the Seller in respect thereof.
8.8 On termination of the Contract, however caused, the Seller’s (but not the Purchaser’s) rights contained in this condition 8 shall remain in effect.
9 PRICE
9.1 Unless otherwise agreed by the Seller in writing, the price for the Goods shall be the price set out in the Seller’s price list published on the date of delivery or deemed delivery.
9.2 The price for the Goods shall be exclusive of any value added tax.
9.3 All costs and charges in relation to packaging, loading, unloading and carriage and insurance shall be payable by the Purchaser.
10 PAYMENT
10.1 [Subject to condition 10.4, payment of the price for the Goods is due in pounds sterling on the last working day of the month following the month in which the Goods are delivered or deemed to be delivered.]
10.2 Time for payment shall be of the essence.
10.3 No payment shall be deemed to have been received until the Seller has received cleared funds.
10.4 All payments payable to the Seller under the Contract shall become due immediately on its termination despite any other provision.
10.5 The Purchaser shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Purchaser.
10.6 If the Purchaser fails to pay the Seller any sum due pursuant to the Contract the Seller shall be entitled to withdraw any credit account facilities and the Purchaser shall be liable to pay interest to the Seller on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of the Clydesdale Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.
11 QUALITY
11.1 Where the Seller is not the manufacturer of the Goods, the Seller shall endeavour to transfer to the Purchaser the benefit of any warranty or guarantee given to the Seller.
11.2 The Seller warrants that (subject to the other provisions of these conditions) on delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
11.3 The Seller shall not be liable for breach of the warranty in condition 11.2 unless:-
11.3.1 the Purchaser gives written notice of the defect to the Seller and, if the defect is as a result of damage in transit to the carrier, within 3 days of the time when the Purchaser discovers or ought to have discovered the defect; and
11.3.2 the Seller is given a reasonable opportunity after receiving the notice of examining such Goods and the Purchaser (if asked to do so by the Seller) returns such Goods to the Seller’s place of business for the examination to take place there.
11.4 The Seller shall not be liable for a breach of the warranty in condition 11.2 if: -
11.4.1 the Purchaser makes any further use of such Goods after giving such notice; or
11.4.2 the defect arises because the Purchaser failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
11.4.3 the Purchaser alters or repairs such Goods without the written consent of the Seller.
11.5 Subject to conditions 11.3 and 11.4, if any of the Goods do not conform with the warranty in condition 11.2 the Seller shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Seller so requests, the Purchaser shall return the Goods or the part of such Goods which is defective to the Seller.
11.6 If the Seller complies with condition 11.5 it shall have no further liability for a breach of the warranty in condition 11.2 in respect of such Goods.
12 LIMITATION OF LIABILITY
12.1 Subject to conditions 5, 6 and 11 the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Purchaser in respect of:-
12.1.1 any breach of these conditions;
12.1.2 any use made or resale by the Purchaser of any of the Goods, or of any product incorporating any of the Goods; and
12.1.3 any representation, statement or delictual omission including negligence under or in connection with the Contract.
12.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these conditions excludes or limits the liability of the Seller:
12.3.1 for death or personal injury caused by the Seller’s negligence;
12.3.2 under section 2(3), Consumer Protection Act 1987;
12.3.3 for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
12.3.4 for fraud or fraudulent misrepresentation.
12.4 Subject to conditions 12.2 and 12.3:-
12.4.1 the Seller’s total liability in contract, delict (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
12.4.2 the Seller shall not be liable to the Purchaser for loss of profit, loss of business or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
13 ASSIGNMENT
13.1 The Seller may assign the Contract or any part of it to any person, firm or company.
13.2 The Purchaser shall not be entitled to assign the Contract.
14 FORCE MAJUERE
The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Purchaser (without liability to the Purchaser) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of ● days, the Purchaser shall be entitled to give notice in writing to the Seller to terminate the Contract.
15 GENERAL
15.1 Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.
15.2 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.
15.3 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
15.4 Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Purchaser shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
16 COMMUNICATIONS
16.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax: -
16.1.1 (in case of communications to the Seller) to its registered office or such changed address as shall be notified to the Purchaser by the Seller; or
16.1.2 (in the case of the communications to the Purchaser) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Purchaser set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Purchaser.
16.2 Communications shall be deemed to have been received: -
16.2.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
16.2.2 if delivered by hand, on the day of delivery; or
16.2.3 if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
16.3 Communications addressed to the Seller shall be marked for the attention of •.
17 LAW
These conditions shall be governed and construed with Scots law and the Purchaser submits to the exclusive jurisdiction of the Scottish Courts.
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