In these conditions of Contract (“Agreement”), the following expressions shall (save where the Contract otherwise requires) have the meaning set opposite them:

1. These terms and conditions shall supersede any previous communications, representatives, warranties or agreement by either party whether verbal or written including any terms and conditions on the Customer’s order. Any modification to these terms and conditions must be in writing and signed by authorised representatives of the Company and the Customer. No statements by any person representing or purporting to represent the Company shall vary, override or waive any of these terms and conditions contained in this Agreement.
2. Any contract governed by these conditions shall be construed as and treated as a Scottish contract and shall be subject to the law of Scotland and the parties hereto prorogate the exclusive jurisdiction of the Scottish Court.

1. Unless specifically agreed in writing by the Company acceptance of or receipt of goods pursuant to any project service or goods order following upon any quotation antecedent to this Agreement shall be deemed to be upon these Conditions of Contract.
2. All project and goods orders are accepted by the Company subject to the goods ordered being available when required. The Company shall not be liable for failure to deliver on a specified date or within a specified period of time. In relation to delivery time shall not be of the essence.

1. Goods sold by the Company to the Customer will remain the property of the Company until all sums due to the Company have been paid in full.
2. The whole of the price or other sums due under this agreement shall not be treated as paid until any cheque or other instrument of payment given by the Customer has been met on presentation or otherwise honoured in accordance with its terms.

1. Prices quoted are based on the cost of goods at the date when such prices are quoted or in the absence of a quotation at the date when such prices were agreed. In the event of costs to the Company of supplying the goods being increased by reason of any increase in the cost of goods to the Company the Company reserves the right after written notice to that effect to make corresponding adjustment in its price prior to delivery in respect of any such increase.
2. Any new or increased Government duties, taxes or other similar charges payable by the Customer in respect of the goods but imposed after the Quotation date will be liability of the Customer.
3. Any offer or quotation governed by these Conditions will remain open for acceptance for a period of thirty days from the date of such offer or quotation after which it will be deemed unless accepted to have been withdrawn.

1. Payment of the price for the project or goods is due after provision of said service or supply of said goods, and shall thereafter bear interest at 4% over the base rate of the Royal Bank of Scotland plc from time to time after as well as before any judgement therefore.
2. In the event of non-payment of any invoice when it becomes due or in the event that the Customer becomes insolvent or enters into an arrangement with its creditors or, being a limited liability company, goes into liquidation or has a receiver or administrator appointed over all or any part of its undertaking and/or assets all sums due to the Company shall immediately become due and payable and the Company will have the option to cease the supply of all further goods to the Customer and without incurring any liability to the Customer.
3. The Company shall be entitled notwithstanding ascription by the Customer to ascribe any payment received from the Customer in settlement in whole or in part of any unpaid invoice due by the Customer.

1. The Company shall have no liability for any claim made by the Customer in respect of goods supplied except as provided for in this Clause. Nothing in this Clause however, shall modify in any way the liability of the Company at law for its own negligence or the negligence of its employees in the course of their employment.
2. Claims must be made (except in circumstances justifying delay) in writing within twenty four hours after the time goods or services delivered and the Company shall otherwise have no liability for such claim. Although the Company makes every effort to supply goods and services in accordance with the quality or specification ordered if any goods supplied should be defective or not of the replacement of such goods. The Company shall not, in any circumstances, be liable for any consequential or economic loss or damage caused or arising by reason of late supply to the Company or by reason of any fault, failure or defect in the goods supplied or by reason of the same not being of the quality or specification ordered or by reason of any matter whatsoever.
3. The Company shall have no liability for any claim in respect of any discrepancy in the quality of goods or services delivered unless such claims shall be notified to the Company in writing within twenty four hours of delivery and the Company is given the opportunity to visit the site and verify the quantities. In the event of the Customer collecting the goods from the Company’s premises the Company shall not have any liability for any claim as aforesaid provided the Customer has had an opportunity to check the quantity of goods prior to accepting delivery.
4. Where a sale is by sample shall be taken the Customer as indicating only the class or type of goods which are to be the subject of this Agreement.
5. The Company shall not be liable for failure to supply or delay in supplying goods due directly or indirectly to war, whether declared or not, riot, strikes, whether official or not, lockouts or a national or regional application, civil commotion, malicious damage, imposed reduction of working hours, insurrection, fire, acts of God, shortage of raw materials or fuel or of any other cause not reasonably within the Companies control.

1. The Customer shall provide such information as the Company may reasonably require to enable it to supply the goods and services and fulfil its obligations under this Agreement. In the event of absence of such information and co-operation by the Customer as aforesaid, the Company shall owe no liability to the Customer under Clause 7 above or otherwise in relation to any loss which the Customer may suffer.
2. If the provision of services under this Agreement is delayed or frustrated by failure of the Customer to comply in all material respects with Clause 8.1 above after reasonable notice by the Company requesting compliance, the Company (without prejudice to any of its other rights) may terminate this Agreement and the Customer shall compensate the Company such reasonable sum in respect of work completed, goods supplied or service provided prior to date of termination.
3. All software supplied by the Company for use with the goods and services supplied under this Agreement is subject to the terms and conditions of the manufacturer’s current standard software licence agreement.
4. Neither the Customer nor its principals (and if the Company is a limited company, any Associated Company or the Customer, as the expression “Associated Company” shall have the meaning ascribed to it by Section 416 of the ICTA 1988) shall hire, employ, consult or otherwise engage in any form of remunerative capacity an employee or an ex employee of the Company within six months of the employee’s employment with the Company.