Terms & Conditions
CONDITIONS OF SALE
In these Conditions of Sale, the following words shall have the following meanings:
“The Seller” shall mean Russwood Limited, a company incorporated under the Companies Acts and having its Registered Office at Station Sawmill, Newtonmore, Inverness-shire, PH20 1AR.
“The Buyer” shall mean the person, firm or Company seeking to purchase the goods from the Seller. “Goods” shall mean the products, articles, services or things offered for sale by the Seller (including goods or materials which have been fixed to, or form part of any building or other structure).
“The Contract” means the contract for sale and purchase of the Goods made between the Seller and the Buyer to which these Conditions apply, and every order issued by the Buyer and accepted by the Seller shall constitute a separate Contract.
1.1 The following Conditions shall govern all sales agreed, or effected by the Seller in preference to and to the exclusion of all other terms and conditions in any other document or other communication (including without prejudice to the foregoing generality any Buyer’s Order Form) used by the Buyer in connection with the Contract with the Seller.
1.2 These Conditions are intended to apply to business transactions and shall not, in anyway, prejudice the statutory rights of the customer who shall be bound by these Conditions only in so far as they are consistent with said statutory rights.
1.3 No variation of, addition to, cancellation of, waiver, or agreement, not to rely upon the whole or any part of these Conditions in any Contract made by the Seller shall bind the Seller unless it is made in writing prior to the conclusion of the Contract and is signed by a Director of the Seller.
1.4 Quotations which comprise an invitation to do business may be withdrawn at any time.
1.5 It is strongly recommended that any offer to purchase Goods made verbally must be confirmed in writing by the Buyer as soon as practicable and must be clearly marked “confirmation of verbal order”.
1.6 The Seller has the right to subcontract any order or part thereof without prior intimation to the Buyer.
1.7 If any provision of these Conditions is held by a 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 provision in question shall not be affected thereby.
2.0 TITLE AND RISK:
2.1 The property of the Goods shall not pass to the Buyer until the Buyer has paid to the Seller the whole price thereof, and any monies whatsoever owing by the Buyer to the Seller. If, notwithstanding that the property in the Goods has not passed to the Buyer, the Buyer shall sell the Goods in such a manner as to pass to a Third Party, a valid title to the Goods, the Buyer shall hold the proceeds of such a sale in trust for the Seller, and such proceeds, including insurance proceeds, shall not be mingled with other monies or paid into an overdrawn bank account, and shall at all times be identifiable as the Seller’s monies.
The Buyer agrees that prior to the payment of the whole price of the Goods, the Seller may at any time enter upon the Buyer’s premises or premises under the Buyer’s control or to which the Buyer has right of access, for the purposes of inspection, repossession and removal of the Goods there-from, and that prior to such payment the Buyer shall keep the Goods in good and substantial repair and condition and separate and identifiable for these aforementioned purposes. Nothing herein shall constitute the Buyer the agent of the Seller for the purposes of sub-sale. Notwithstanding that property in the goods shall not pass to the Buyer save as provided above, the Goods shall be at the risk of the Buyer when the Goods are delivered or when the Buyer is notified that they are available for collection. Notwithstanding the proceeding provisions of this clause, the Seller may at his sole discretion, and at any time by notice in writing to the Buyer, transfer the property in the Goods to him.
3.1 The Seller’s total liability to the Buyer in contract, delict or otherwise in respect of any breach or non-performance of the Seller’s obligations under the Contract or any default, act, omission or statement of the Seller, its employees, agents, or subcontractors in connection with, or in relation to the subject matter of the Contract shall in no circumstances exceed the Contract price of the Goods.
This limit shall not apply to any liability of the Seller for death or personal injury to the extent that it results from any proven negligence of the Seller or from any breach by the Seller of any undertaking as to title, quiet possession and freedom from encumbrance which may be implied by the Sale of Goods Act, 1979. This provision shall not confer any rights or remedies on the Buyer to which the Buyer would not otherwise be legally entitled, and save as set out in this Contract no other terms, whether conditions, warranties or innominate terms, express or implied, statutory or otherwise shall form part of this Contract (except where the customer deals as a consumer within Section 25 of the Unfair Contract Terms Act, 1977, when the terms implied by Sections 13, 14 and 15 of the Sales of Goods Act, 1979 shall be implied into Contract).
3.2 The Seller shall not be liable for any consequential loss or indirect loss suffered by the Buyer or any third party in relation to this Contract (except personal injury directly attributable to the negligence of the Seller) and the Buyer shall hold the Seller fully and effectually indemnified against such losses, whether arising from breach of a duty in contract or delict, or anyway including losses arising from the Seller’s negligence.
3.3 Notwithstanding anything to the contrary contained in these Conditions, if any person, firm or company by whom the Seller has been supplied hereunder validity excludes, limits or restricts his liability to the Seller in respect of any Goods supplied or any loss or damage arising in connection therewith then the liability of the Seller to the Buyer in respect of said Goods shall be correspondingly excluded, limited or restricted. Upon request, the Buyer will be supplied with any details of such exclusion, limitation or restriction.
4.1 The price applicable to any Contract shall, unless indicated as firth in the Seller‘s Quotation, be based upon the price ruling at the date of despatch, which price shall be fixed at the reasonable discretion of the Seller after taking into account any alteration in the cost of materials, any foreign exchange fluctuation, currency regulation, alteration of duties, government action or legislation, increase in the cost of labour, materials, other overheads, transport or without prejudice to the foregoing generality any other factors which the Seller in its absolute discretion deem relevant. The Buyer shall pay the price so invoiced and the prices quoted may not apply to quantities less than those specified in the quotation.
4.2 Any alterations by the Buyer in any design, weight, quantity or specification will involve adjustment of the agreed or quoted prices, if the costs are thereby affected.
4.3 Unless expressly stated otherwise, prices do not include any Value Added Tax which may be chargeable, and any such tax must be added to the price, where applicable.
4.4 Quotations, unless expressly stated otherwise, are for merchantable quality as imported in lengths not exceeding 4.8 meters.
4.5 Without prejudice to Condition 4.1 hereof the price of machined goods shall be based on the quantities stated in the Seller’s quotation. The price so quoted shall be liable to upwards alteration in the event that the order ultimately placed is for a smaller quantity than that stated in the relevant quotation.
4.6 Any order below the value of £20.00 shall be deemed a Small Order and may be subject to a surcharge at the discretion of the Seller.
5.1 The Seller will make every reasonable effort to ensure that the Contract is carried out with all reasonable despatch but unless otherwise expressly agreed in writing, delivery dates which are stated by the Seller in the Quotation or Acceptance of Order are approximate only and are given for guidance and are not of contractual effect. Time is not of the essence of this Contract so far as regards date of delivery. The Seller shall not in any event be under any liability to the Buyer in respect of any delay in delivery or in respect of non-delivery of the Goods from whatsoever cause the same shall result, (including negligence of the Seller, its Agents or Servants) and the Buyer shall not be entitled to treat any such delay or non-delivery as a repudiation of this Contract by the Seller or as giving rise to any right to cancel this Contract.
5.2 The Seller reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
5.3 Notice of any claim arising out of or in connection with this Contract must be given in writing to the Seller within 7 working days from the date when the goods were collected or delivered, failing which all claims (other than claims arising out of or in connection with defects not discoverable upon reasonable examination of the goods) shall be deemed to be waived and absolutely barred. In any event, the Seller shall be under no liability for shortage or damage in transit or deviation, mis-delivery, delay or detention unless the Seller and the Carrier are advised thereof in writing otherwise than upon a consignment note or delivery document, within 3 days and a claim is made on the Seller and the Carrier in writing within 7 days after the termination of transit as defined under the current conditions of carriage of the Road Haulage Association. The Seller shall be under no liability whatsoever, if bulk is broken pending settlement of any claim, or, where the goods collected or delivered include plywood or particle board, if the wrapping of the packages (if any) are not produced with the Goods for inspection by the Seller.
5.4 Unless expressly stated otherwise, prices only cover delivery by the methods and to the locations stated infra, provided said locations are situated in the United Kingdom of Great Britain and Northern Ireland and are on normal working hours. All deliveries made, or work done at the Buyer’s request by methods or to locations other than those stated infra, or out with normal work-ing hours, or out with normal working days will be subject to the Seller’s extra charge. Delivery will normally be made by transport to the nearest hard metalled road surface suitable for vehicular access to the address stated on the Buyer’s Order and subject to Haulage Contractor’s Conditions, specifically declaring that the Seller shall be the sole judge as the suitability of the roads and the location of nearest point of vehicular access. The Buyer shall give reasonable assistance with the unloading of materials.
5.5 No allowance for carriage will be made by the Seller for goods collected from the Seller’s premises by the Buyer. Goods may be collected by prior agreement with the Seller and if so agreed, the Buyer shall collect the Goods within 14 days from the agreed collection date, or the date notified that they are available for collection, or the date of this Contract, whichever is the later. Thereafter, the Buyer will incur storage charges at the current rate applied by the Seller.
5.6 When the Buyer collects the Goods, their vehicle shall be equipped with sufficient skids to enable loading by fork-lift truck. The Buyer shall be solely responsible for the size, weight and positioning of any load on their vehicle, and shall fully indemnify the Seller for any claims or actions arising therefrom.
5.7 Where the Seller agrees to deliver the Goods the Buyer shall be entirely responsible for the prompt unloading of the Goods and the provision of suitable labour and equipment.
5.8 Unless otherwise specified, packing cases and packing materials will be charged as extra, but credit will be given on return in good condition, to the Seller premises, carriage paid. The Seller will use their best endeavours to ensure, where necessary, the suitability of packing before despatch, but no claims will be accepted by the Seller for breakage or damage in transit, on the grounds of alleged unsuitability of packing.
6.1 Goods are not tested or sold as fit for any particular purpose, and any term, warranty or condition (express, implied or statutory) to the contrary is excluded.
6.2 The Buyer does not rely on the Seller’s skill or judgement with regard to the Goods.
6.3 All terms, express or implied, relating to the quality of the Goods are warranties only, the breach of which gives no rights to reject or terminate the Contract in any circumstances whatsoever.
6.4 Where samples are submitted, these are normally drawn from bulk and are meant to be representative of the whole and absolutely no guarantee is given that each and every item will be the same in all material respects and, in particular, no guarantee is given as to colour, dimensions or quality.
In Russwood Ltd contracts 6.5 and 6.6 will, in addition, be incorporated, viz:
The Seller does not accept responsibility for taking site measurements. The Seller shall be responsible solely for the manufacture and delivery of goods and components in accordance with the designs, specifications, or other particulars provided for in the quotation, and prepared or approved by the Buyer, or the Buyer’s architect, prior to the commencement of the manufacture. In the case of products supplied with advertised stress capacities, they are warranted to possess such capacity. The Buyer will unconditionally indemnify the Seller in respect of any claim resulting from any infringement of patent, copyright, design, trademark or any other industrial or intellectual property rights resulting from the Seller’s use of the said design or specification.
6.6 Any design and advisory services (including the preparation of specification, contract particulars, drawings and the like) are provided with reasonable care and skill, but no other representation or undertaking is made, or is to be implied in connection with any such services, nor shall the Seller be under any liability whatsoever in respect of these services if the erection is carried out before the necessary approvals are obtained.
7.1 When the Buyer does not have a credit account, the terms of payment are strictly against purchase order or cash order. All invoices are due on presentation. The Buyer, if they have a credit account, may, at the sole discretion of the Seller, be permitted to pay all sums due under the relevant invoice by the last day of the month following the month of dispatch. This credit facility, if granted, can be withdrawn without notice at the discretion of the Seller and will automatically be withdrawn by the Seller in all cases where the Buyer has failed to pay any outstanding account timeously. All prices are strictly net. The Seller reserves the right to charge interest on overdue monies at the rate of 5% (five per cent) per annum over Bank of Scotland Base Rate applicable from time to time, until the date of payment.
7.2 Any sums payable by the Seller to the Buyer on any account may, at any time be offset by the Seller against any sums payable by the Buyer to the Seller.
7.3 Notwithstanding any other provision of these conditions of sale, in respect of made-to-order Goods, the Buyer shall pay at the time of order confirmation, a non-refundable deposit equal to 25% of the estimated price of the Goods plus any applicable Value Added Tax.
8.1 The Seller shall be entitled to terminate any contract forthwith if the Buyer commits any breach of the Contract whatsoever, or if distress, execution, sequestration, or other process is levied against the Buyer, its property or assets, or if the Buyer (being an individual) commits any act of Bankruptcy or (being a Company) suffers a Receiver or Administrator to be appointed over the whole or part or its undertaking or assets or any orders is made or effective resolution is passed for its winding-up. In the event of such termination, all sums owing to the Seller on any account shall become due and payable forthwith without requirement for any notice to be given and further any power of sale or use that the Buyer may have, shall automatically cease. For the avoidance of doubt it is a specific condition of this Contract that if, under a separate Contract, entered into before or after the Contract of which these Conditions form part, the Buyer is in breach of payment or is in default in any way under said Contract, as to which default the Seller shall be the sole judge, the Seller may at his sole discretion terminate the Contract of which these terms form part or suspend same until the relevant breach has been remedied. Any such termination will be without prejudice to any accrued liabilities of the Buyer to the Seller and to any claim against the Buyer for loss or damage as a result of such termination.
9.0 FORCE MAJEURE:
9.1 The Seller shall be entitled to cancel or suspend any Contract without liability for loss or damage resulting therefrom if performance of its obligations under the Contract is in any way adversely affected by reason of any act or occurrence beyond its reasonable control, including without limiting the foregoing any fire, accident, failure of supplies or subcontractors, strike, riot or civil disturbance, Royal demise, statutory enactment, or shortage of power restrictions on working time, national calamity or Act of God.
10.1 The Contract including these Conditions shall be governed by and construed in accordance with the Law of Scotland.