Malcolm Ross

Terms and Conditions of Sale

1. Definitions:

In these terms and conditions of sale (“the conditions”) the following definitions apply:
“the Company” means Malcolm Ross & Sons Ltd “the Buyer” means the person, firm or company specified on the contract.
“the Contract” means any contract between the Buyer and the Company for the sale of goods by the Company. “the Goods” means the goods (or any part of them) set out in the Order.
“Order” means the Buyer’s order for the Goods as set out in the Buyer’s purchase order form.

2. Ruling Conditions:

a) All Contracts are subject to these Conditions and no printed terms or conditions on the Buyer’s Order or any other terms or conditions contained in any other document(s) shall apply or affect any Contract unless and to the extent only that they are expressly accepted by the Company in writing in relation to that particular Contract.

b) These Conditions can be varied or added to or suspended only by agreement in writing between the parties.

c) These Conditions constitute the entire agreement between the parties in relation to each Contract and the Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in these Conditions.

d) No Contract shall be created except by written confirmation by the Company of its acceptance of any Order.

3. Price and Payment:

a) The price of the Goods shall be the price agreed by the Company.

b) The Company shall invoice the Buyer for the Goods on or at any time after delivery of any part of the Goods.

c) The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be added to the price of the Goods on the invoice and invoiced to the Buyer.

d) The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The buyer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

e) The Buyer will pay each invoice within 30 days of the date of the relevant invoice.

f) The Buyer shall pay interest on any late payments in accordance with the relevant laws from time to time.

4. Delivery:

a) The Company shall deliver the Goods to the Buyer’s premises or such other location as the parties may agree in writing.

b) Whilst the Company will make reasonable efforts to meet the delivery date requested by the Buyer, delivery dates are approximate only and the time of delivery is not of the essence.

c) If for any reason, delivery is delayed, the Company will keep the Buyer duly informed, but will not be liable for any loss, costs, damages or expenses (direct, indirect or consequential) suffered by the Buyer as a result of a delayed delivery).

5. Instalment Contracts:

The Company may deliver the Goods by instalments. No delay in delivery of or defect in an instalment shall entitle the Buyer to cancel any other instalment. Failure to pay any invoice in respect of any instalment shall (without prejudice to the Company’s other rights), entitle the Company to withhold further supplies.

6. Risk and Passing of Title

a) Subject to sub-clause b), the Goods will be at the Buyer’s risk from the time of delivery to the Buyer’s premises.

b) The Company shall be under no liability to the Buyer in respect of shortage of delivery or damaged to goods in transit, unless the Buyer notifies the Company in writing of its claim within 24 hours of delivery. The Company shall be under no liability to the Buyer in respect of goods lost in transit unless the Buyer shall notify the Company in writing within 7 days of the Company’s notification of dispatch of goods. If the Buyer shall fail to notify the Company of any discrepancy within the time limits stipulated in this sub-clause (b), the Goods shall be deemed to have been the Buyer’s risk from the time of dispatch from the Company’s premises.

c) Legal title to the Goods shall remain with the Company until the Company has received all sums owing by the Buyer to the Company whether under the relevant Contract or any other account with the Company.

d) The Buyer acknowledges that it is in the possession of the Goods solely as bailee for the Company until such time as all sums owing by the Buyer, whether under the Contract or on any other account with the Company have been paid in full and until such time as the Buyer shall become the owner of the goods, it shall store them separately from its own goods and in such a way as makes them readily identifiable as the goods of the Company and shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

e) The Buyer’s right to possession of the Goods shall cease if the Buyer, not being a company, is bankrupt or unable to pay its debts as they fall due, commits an act of bankruptcy or suffers a bankruptcy order to be made against him, or makes a proposal to his creditors for a composition in satisfaction of his debts or a scheme of arrangement of his affairs being a proposal which provides for some person to act in relation to the composition or scheme either as trustee or otherwise for the purpose of supervising its implementation, or if the buyer being a company, is insolvent or unable to pay its debts as they fall due, suffers or permits the appointment of an administrator or administrative receiver (as those expressions are defined in the Insolvency Act 1985), over the whole or any of its assets, or if a petition is presented for the winding up of the Buyer, or if the Buyer convenes a meeting of its creditors for the purpose of winding up. For the purpose of the recovery of the Goods, the Company may enter upon the Buyer’s premises where the Goods are stored and repossess the Goods.

7. Warranty:

a) Subject to sub-clause c) ii) and C) iii), the Company warrants that the Goods shall at the time of delivery be free from any patent defects in workmanship and materials. If any goods do not conform to this warranty, the Company will at its option:-

i) || Replace the Goods found not to conform to the warranty, or

ii) | Take such steps as the Company deems necessary to bring the Goods into a state where they are free from such defects, or

iii) Take back the Goods found not to conform to the warranty and refund a proportionate part of the purchase price.

b) The foregoing warranty is conditional upon:

i) || The Buyer giving written notice to the Company of the alleged defect in the Goods within 24 hours of delivery of the Goods: and

ii) | The Buyer affording the Company a reasonable opportunity to inspect the Goods and, if so requested by the Company, returning the allegedly defective Goods to the Company’s premises, packed and carriage pre-paid to enable inspection to take place there;

iii) The Buyer making no further use of the Goods that are alleged to be defective after the time at which the Buyer discover or ought reasonably to have discovered that they are defective; and

iv) The Buyer following the Company’s instructions as to the storage or use of the Goods or (if there are none) good trade practice regarding the same.

c) Save as provided in paragraph (a) of this condition:

i) || All conditions or warranties express or implied statutory or otherwise, or as to the quality or fitness for purpose of the Goods or otherwise howsoever are hereby excluded; and

ii) | The Company shall be under no liability for any loss or damage and whether in contract, tort (including negligence), breach of statutory authority, or otherwise, for any loss of profit, or any direct, indirect or consequential loss howsoever arising suffered by the Buyer in connection with the Contract; and

iii) The Company’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

8. Infringements of Patents etc.

The Buyer shall indemnify the Company against all damages, costs and expenses suffered or incurred as a result of the work done or materials supplied in accordance with the Buyer’s specification which involves the infringement or alleged infringement of any patent registered design or other intellectual property or equitable right of any third party.

9. Force Majeure

The Company shall have the right without incurring any liability to the Buyer, to cancel the Contract or reduce the volume of Goods delivered, if it is prevented from or hindered in delivering the Goods as a result of any circumstances beyond its reasonable control including (but not limited to) strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fire, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

10. Sub-Contracting

The Company shall be entitled to sub-contract any of its obligations under the Contract.

11. Law

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English Law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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