Terms and conditions for supply of goods and services
The Buyer’s attention is particularly drawn to Clause 14
The Buyer’s attention is particularly drawn to Clause 14
means External Reality Limited of 27 Evan Barron Road, Inverness IV2 4JE, a Limited Company registered in Scotland, registration number SC526878
the individual, organisation or company who buys or agrees to buy the Goods/and or Services from the Seller.
the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
the items which the Buyer agrees to buy from the Seller as set out in the Order.
the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Force Majeure Event
has the meaning set out in clause 16.
Intellectual Property Rights
patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
the Buyer’s order for the supply of Goods and/or Services, as set out in the Buyer’s purchase order form, or the Buyer’s written acceptance of the Seller’s quotation, or the Buyer’s written acceptance of the Seller’s proposal document, as the case may be.
the services supplied by the Seller to the Buyer as set out in the Order.
has the meaning set out in clause 12.1.6.
These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods and/or Services, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services from the Seller pursuant to these Conditions.
Acceptance of delivery of the Goods or commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
These Conditions may not be varied except by the written agreement of a director of the Seller.
These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
The Price shall be the price quoted on the Seller’s quotation, or quoted in the Seller’s proposal document, or quoted on the Order agreed with the Seller.
Payment and Interest
Payment of the Price and VAT shall be due within 14 days of the date of the Seller’s invoice.
Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
The Goods are described in the Order, or in the Seller’s proposal document, or in the Seller’s quotation, as the case may be.
The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
Where Goods are unavailable for supply, the Seller may replace Goods with Goods of a equal or higher specification at a price equal to, or lower than, the Price as specified in the Order.
The Buyer may reject substitute Goods under clause 5.3 without penalty.
The Seller warrants that for a period of 12 months commencing on the earlier of either the date of delivery of the Goods, or the commencement of the Services (Warranty Period), the Goods and/or Services shall:
Delivery of Goods
Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.
If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
Acceptance of the Goods
The Buyer shall be deemed to have accepted the Goods 5 days after delivery to the Buyer.
The Buyer shall carry out a thorough inspection of the Goods within 30 days and give notice in writing to the seller after discovering that some or all of the goods do not comply with the Warranty above, the Buyer must return the Goods to the Seller at the Buyer’s cost and the Seller shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.
Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
Title and risk
Risk shall pass on delivery of the Goods to the Buyer’s address.
Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
The Seller may at any time before title passes and without any liability to the Buyer:
The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
Carriage of Goods
Carriage will be chargeable on all sales. This will be at the rate shown in the Seller’s quotation or proposal document.
Supply of Services
The Seller shall provide the Services to the Buyer as specified in the Order, or the Seller’s proposal document, or the Seller’s quotation, as the case may be.
The Seller shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
The Seller shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Seller shall notify the Buyer in any such event.
The Buyer shall:
If the Seller’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):
Intellectual Property Rights
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Seller.
The Buyer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Buyer’s use of any such Intellectual Property Rights is conditional on the Seller obtaining a written licence from the relevant licensor on such terms as will entitle the Seller to license such rights to the Buyer.
All Seller Materials are the exclusive property of the Seller.
Limitation of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
Nothing in these Conditions shall limit or exclude the Seller’s liability for:
Subject to clause 14.1:
After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
This clause 14 shall survive termination of the Contract.
Where the Contract is for ongoing Services, without limiting its other rights or remedies either party may terminate the Contract by giving the other party not less than 3 months’ written notice.
Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.
Without limiting its other rights or remedies, the Seller may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer fails to pay any amount due under this Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 15.2.2 to clause 15.2.13, or the Seller reasonably believes that the Buyer is about to become subject to any of them.
On termination of the Contract for any reason:
For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service, communications network or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
If the Force Majeure Event prevents the Seller from providing any of the Services and/or Goods for more than 12 weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.
Governing law. This agreement 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 the law of Scotland.
Jurisdiction. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
These Terms and Conditions were published on the 10th May 2016 and apply to all Orders placed from this date onwards.