CONDITIONS OF SALE
PURPOSE: We value your custom and our aim is always to provide you with the highest standard of service. In order to avoid any misunderstanding which might otherwise arise we set out in the following Clauses the Conditions which will apply to the trading transactions between you and us.
1. Definitions
In these Conditions of Sale "we" and "us" and "our" will mean Rowan Timber Supplies (Scotland) Limited and/or its agents. "You" and "your" will mean any person, firm, company or authority who will order or buy the Goods: "the Goods" will mean any goods or materials sold by us in terms of any individual contract and "the Contract" will mean the contract for the sale or supply of the Goods by us to you.
2. Contract
(a) These Conditions of Sale govern completely our Contract with you unless we have expressly agreed in writing to accept additional or contrary conditions from you. We may add Special Conditions and these will form part of the Contract. If a conflict arises between any of the terms of these Conditions and any Special Conditions the terms of the Special Conditions will prevail. All quotations given by us (unless otherwise agreed between you and us in writing) are subject to withdrawal and alteration without notice and do not constitute an offer to supply goods.
(b) To the extent that these Conditions of Sale do not provide consumers (as defined in Section 25 (1) of the Unfair Contract Terms Act 1977) with the statutory protections conferred upon them from time to time by United Kingdom consumer and/or sale of goods legislation these Conditions of sale will be deemed to be varied or amended (and construed accordingly) to the extent necessary to confer such statutory protections upon consumers who may purchase the Goods from us.
3. Price
Where we quote prices we may increase these if cos (excluding VAT) increase provided that where we refer to a "fixed price" we will maintain that price for the period stated. Our prices are strictly net of all discounts and rebates unless otherwise stated. They do not include and we will be entitled to charge:
(a) V.A.T.
(b) Delivery charges (except where the price is stated to include delivery).
(c) The cost of any special test or process.Prices lists may be varied or withdrawn without notice. Small orders may be subject to a minimum charge
4. Delivery
(a) We may deliver by part-deliveries.
(b) Each part-delivery will be a separate and independent Contract but you may not cancel the rest of the Contract if we are late or fail to deliver any part.
(c) You will accept delivery within 7 days of being advised that the Goods are ready. Otherwise, we may charge you interest at the rate of 1.5 per cent per month and make a storage charge of 1 per cent per month on the invoice value of the Goods.
(d) You must examine and sign for the Goods when they are delivered. No claims will be accepted for damage, shortage or loss unless written notice of such claims is received within 3 days of delivery.
5. Passing of Risk
If we deliver the Goods to you to such place as you direct within the United Kingdom risk of loss or damage passes to you when the Goods are delivered by us to the place agreed between us. If the Goods are to be collected from our premises that risk passes to you when the Goods are loaded on to your or your carrier's vehicle.
6. Late Delivery
We will not be responsible for any loss caused by late delivery. Late delivery does not affect your duty to pay us.
7. Payment
(i) Unless otherwise stated on the Seller’s invoice or otherwise agreed in writing, payment for the Goods shall be made not later than thirty days after the end of the month of invoicing but so that the Seller may at any time on or after acceptance by notice in writing to the Buyer vary the terms of payment by demanding immediate payment or (at the Seller’s option) adequate security for sums which will be due hereunder.
(ii) Time of payment shall be of the essence and failure by the Buyer to pay the Price or any instalment thereof in due time shall entitle the Seller to treat such failure as a repudiation on the whole contract by the Buyer and to require the Buyer to make immediate payment of all monies due or to become due and to recover from the Buyer damages for such breach of contract and/or (at the Seller’s option) to charge interest at 2.5 per cent per month, from the Due date until payment.
(iii) Nothwithstanding the above the Seller may require the Buyer to make payment in advance of delivery or to advance adequate security for the payment of all amounts due or to become due under a contract.
8. Measurements
We may supply any of the Goods in either imperial or metric dimensions to the nearest equivalent dimension as shown in the Timber Trade Federation conversion tables.
9. Technical Data
Description, weights, dimensions, colours etc. in our catalogues and sales literature are solely for information and do not imply any warranty. The Goods are offered for sale on the basis that they may differ from any samples seen by you. Whilst every effort is made to ensure the accuracy of advice given, we cannot accept liability for loss or damage arising from the use of any information supplied.
10. Passing of Property
(a) Property and title in the Goods will not pass to you until the whole price thereof has been received by us. Where the Goods are supplied by part-deliveries this Clause will apply to each part-delivery as if it was a separate and independent Contract.
(b) Until the whole price of the Goods has been paid you will hold the Goods as agent for us and will not sell or dispose of any of the Goods save as our agent.
(c) If you should have a receiver appointed over any of your assets or if an order is made or a resolution passed for your winding up or if you commit an act of bankruptcy or become notour bankrupt we will be entitled to remove any Goods which have not been paid for in full and will be entitled to enter your premises for the purposes of doing so.
(d)Sub-Clauses (a), (b) and (c) above will each receive effect as a separate Clause.
11. Seller’s Liability for Defects
(a) You are held to have satisfied yourself that the Goods are suitable for your purpose.
(b) Where you claim that the Goods are defective or do not conform to your order specifications you must inform us in writing within 3 days of receipt of the Goods and allow us the opportunity to inspect and test the Goods. Where we accept that the Goods are defective we will either:
(i) replace the Goods or
(ii) refund the price (if paid) but, subject to any statutory provisions, our liability will not exceed the cost of replacement or the agreed price for the goods and we will only be liable if we are notified of the defect within 3 days and if you have fully paid for the Goods on the due date. We are not liable under this Clause where the defects occur because of:
(i) Misuse or negligence by anyone other than us.
(ii) Loss or theft.
(iii) Any other cause except our negligence.
(d) Except as provided in Section 16 of the Unfair Contract Terms Act 1977 (liability for death or personal injury resulting from breach of duty) we accept no responsibility for direct, indirect or consequential loss or damage.
(e) No guarantee or warranty is given as to the merchantable quality or fitness for any purpose of the Goods supplied by us and/or manufactured by any third party, provided that we will in so far as we are able to do so extend to you any manufacturer’s warranty or guarantee. 12. Suspension of Deliveries We may withdraw our quotation and withhold delivery of the Goods if your account is outstanding to an extent which we regard as unreasonable or for any other reason which gives us doubts about your ability to pay. 13. Cancellation of Deliveries If you cancel your order we may recover all our costs up to the date when we receive your notice of cancellation.
14. Force Majeure
We will not be responsible for any loss due to late delivery or suspension of delivery caused by strikes, lockouts, war, fire, breakdown of machinery or any other causes beyond our control and, in these circumstances, we may cancel the Contract.
15. Buyer's Specifications
If you wish us to manufacture the Goods to your design you must provide a detailed specification of your requirements including full delivery instructions when you place an order. We accept no responsibility for any defect in the Goods resulting from following your specification.
16. Design and Industrial Property Rights
(a) We accept no responsibility for loss or damage which you or a third party may sustain relating to Goods manufactured to our design but used in any way for which the Goods were not designed.
(b) Any design or specification given to us must not cause us to infringe any industrial property rights of a third party and you will indemnity us against all claims arising from infringement of industrial property rights caused by our use of your design or specification.
(c) In this Clause "Industrial Property Rights" mean patent rights, registered designs, registered trade marks and copyright.
17. Ruling Law
The Contract, these Conditions of Sale and all Special Conditions of Sale will be governed by and construed in all respects in accordance with the law of Scotland.
18. Separate and Severable
Each Clause and Sub-Clause in these Conditions of Sale is separate and severable and enforceable accordingly.