TERMS AND CONDITIONS OF SALE
Version 1.0 | March 2025
1. DEFINITIONS
For the purpose of the undernoted conditions the following definitions shall apply: –
“Certificate of Conformity” means the document issued by the Company verifying that Goods meet the Specification.
“Certificate of Analysis” means the document issued by the Company verifying that Goods meet any analysis conditions contained in the Specification.
“Company” means Scott & Fyfe Limited (SC017244).
“Conditions” means these terms and conditions of sale.
“Goods” means any goods or services sold by the Company to a Purchaser under a contract governed by these conditions.
“Order” the Purchaser’s order for the Goods.
“Purchaser” means any customer of the Company purchasing Goods and includes any person firm or company, whether limited or unlimited.
“Specification” means the specification for the Goods provided by the Company.
In these conditions the singular includes the plural and vice versa and the masculine gender includes the feminine and neuter genders. Headings of these conditions are for reference purposes only.
2. OTHER CONDITIONS
These conditions of sale override any terms or conditions stipulated, incorporated or referred to in the Purchaser’s order form or otherwise and may only be varied or added to with the express approval in writing of the Company under the hand of a duly authorised officer or other person.
3. PRICE AND PAYMENT TERMS
The price of the Goods shall be the price set out in the Order.
The Company may, by giving notice to the Purchaser at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(i) any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any request by the Purchaser to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(iii) any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Company adequate or accurate information or instructions.
The price of the Goods excludes amounts in respect of value added tax (VAT), which the Purchaser shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice and excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Purchaser.
Unless otherwise specified in the contract, payment for any Goods supplied to the Purchaser shall be made within thirty days from the date on which the Company’s invoice is sent to the Purchaser. Time of payment shall be of the essence of this Agreement.
The Company reserves the right to charge interest on all overdue accounts at the rate of 3 per cent per annum above the base rate from time to time fixed by The Royal Bank of Scotland plc, such interest to accrue from day to day.
The Company reserves the right to correct any arithmetical or narrative errors subsequently discovered in any contract to which these Conditions apply. All amounts due under these Conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4. DELIVERIES
Any date nominated by the Company for delivery is intended as an estimate only and the Company shall not be liable for any loss or damage whether arising directly or indirectly from delays in delivery.
The Company shall be entitled to deliver the Goods by instalments and to invoice the Purchaser for each instalment.
If the Purchaser instructs the Company to deliver by any means other than its normal and usual mode of transport (being Ex. Works) the extra costs of delivery will be charged to the Purchaser. The Purchaser shall at all times be responsible for payment of all tariffs and import taxes.
Where the Purchaser is unable to accept delivery of Goods ordered within two weeks of notification by the Company in writing to the Purchaser that the Goods are ready for dispatch, the Company reserves the right to render an invoice for the full value of the Goods, to the Purchaser.
If within any time limit provided for in any contract to which these conditions apply, the Purchaser fails to provide any necessary instructions as to manufacture or delivery of the Goods, or if the Purchaser shall fail to make payment of any account within the time stipulated on the Company’s invoice, or shall fail for any reason to accept delivery of the Goods, or any part thereof, then the Company may, without prejudice to any of the rights or remedies against the purchase:
(i) Suspend or cancel further deliveries of the Goods; and/or
(ii) Resell or otherwise deal with or dispose of the Goods or any part thereof for its own account in such manner as the Company may think fit.
If the Company delivers to Purchaser a quantity of Goods of up to 10% more or less than the quantity set forth in any Order, Purchaser shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods at the price set forth in the Order adjusted pro rata.
5. PURCHASER’S CLAIMS
Claims in respect of:-
(i) Non-delivery of Goods must be notified to the Company in writing within fourteen days of the date of despatch of the Company’s invoice relating to such Goods;
(ii) Goods visibly damaged in transit must be notified both to the carrier and to the Company in writing not later than the third day following the date of delivery of such Goods. A similar notification is required in respect of claims in respect of theft, pilferage or other shortages in Goods.
(iii) Goods that are incorrectly labelled must be notified to the Company in writing not later than the seventh day following the date of delivery of such Goods.
Claims will be valid only if the Goods are still available for inspection at the address to which they were delivered by the Company and if such Goods have not been moved from such address in the intervening period.
Goods, which were the subject of a claim, may only be returned to the Company at the Company’s request: in such event the Company’s record as to the quantity of the goods actually received and their conditions on return shall, in the event of a dispute, be conclusive and binding on the Company and the Purchaser.
If the Purchaser fails to give notice of claim in accordance with this Clause 5, the goods shall be deemed be in all respects in accordance with and conform to contract and the Purchaser shall be bound to accept and pay for the Goods accordingly without any retention or set-off.
6. COMPANY’S WARRANTY
Subject to the limitations contained in these Conditions, the Company warrants that it shall meet the cost of replacement or rectification of Goods supplied by the Company under these Conditions which contain defective materials or are of defective workmanship or are otherwise non-conforming with these Conditions.
All claims in terms here of must be notified in writing to the Company at its premises in Tayport, Fife or by email within the time periods contained in clause 5 and Purchaser shall submit a completed Company form “QUAL-FM-ADMI-006_01” within 2 days of notification.
The timeous intimation of such a claim shall be a material term in determining any liability of the Company hereunder.
The Company shall be afforded all reasonable facilities for the inspection and testing of the Goods which are the subject of any claim.
When the Company finds a complaint to be justified the Company will in its sole discretion and option either:
(i) Replace the faulty Goods free of charge (provided they are returned to the Company’s premises in response to a request by the Company); or
(ii) Make an allowance to the Purchaser of such an amount as the Company considers to be fair and reasonable in the circumstances.
In no event shall the Company’s total aggregate liability arising out of or related to this Agreement exceed the value of the Goods, which are the subject of such a claim and, without prejudice to the generality of the foregoing, the Company shall not be liable for: (a) indirect or consequential loss or damage including loss of profits or expenditure howsoever caused; or (b) any claims howsoever arising in respect of Goods, which have been used or otherwise processed after leaving the Company’s premises.
Where the Company provides any technical advice to the Purchaser regarding the processing, or treatment of the Goods, the Purchaser acknowledges and agrees that the Company shall have no liability with respect to that advice.
Except for the express warranties set forth in these Conditions, the Company makes no express or implied warranty whatsoever with respect to the Goods, including any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; or (c) warranty against infringement of intellectual property rights of a third party; whether arising by law, course of dealing, course of performance, usage of trade, or otherwise. Purchaser acknowledges that it has not relied upon any representation or warranty made by seller, or any other individual or entity on seller’s behalf.
7. SUSPENSION OF DELIVERIES
The Company may suspend or withhold deliveries, if and whenever the production of the Goods or the performance of the contract is prevented, interfered with, hindered, lessened, delayed or rendered commercially impracticable, either directly or indirectly through circumstances beyond the Company’s reasonable control including (but not limited to) Act of God, war, riot, interruption of supplies, strike, lockout or other industrial action, abnormal weather conditions, governmental restrictions, accident or breakdown. No such suspension or withholding of deliveries shall entitle the Purchaser to cancel any order or instalment thereof or refuse delivery when deliveries are resumed.
8. INSTALMENTS
In cases where delivery is by instalments, each instalment shall be deemed to be the subject of a separate contract and non-delivery or delay in delivery or defects in quality in any instalment shall not entitle the Purchaser to cancel the balance of the order or the remainder of the contract unless agreed by the Company or an authorised officer of the Company in writing.
9. CREDIT
Any credit given by the Company to the Purchaser in accordance with the Company’s quality assurance process following submission of form “QUAL-FM-ADMI-006_01”, may be withdrawn or limited at any time by the Company on such notice as the Company may think fit and consequent thereon the Company may refuse to deliver all or part of the Goods other than against due tender of the price in accordance with any contract to which these Conditions apply.
The Company will not give any credit for returned goods (irrespective of the reason for their return) unless an authorised officer of the Company has previously agreed the return. Failure to observe this procedure may result in all charges and administrative costs associated with the return of the Goods being debited to the Purchaser.
10. RISK
The Goods shall be at the risk of the Purchaser upon delivery of the Goods to the Purchaser or its Agent or (in the case of delivery ex-works) a carrier for transmission to the Purchaser. Goods returned by the Purchaser to the Company shall at all times be at the Purchaser’s risk until delivery to the Company’s premises except where the Goods have been returned at the request of the Company, in which case they will be at risk of the Company from the actual time of receipt.
11. RETENTION OF TITLE
Title to and the ownership of all Goods delivered by the Company to the Purchaser shall remain with the Company until payment of all debts due by the Purchaser to the Company or to any member of the Group of Companies of which the Company is a part has been made in full by the Purchaser. In the case of default in payment by the Purchaser, the Company shall have the right to retake possession of and permanently retain any unpaid Goods and to revoke all liability of the Company to the Purchaser under any contract relating to such Goods.
12. PART PAYMENT
Until payment of all monies has been made in full, the Purchaser undertakes to the Company:
(i) To keep the Goods in good and substantial repair and condition;
(ii) At all times to keep the Goods suitably housed in premises under the control of the Purchaser and to notify the Company at or before the time of delivery of the location of the Goods;
(iii) To allow the Company, its employees or agents at all reasonable times access to the premises in which the Goods are housed in order to inspect the same;
(iv) In the event of termination for any reason of any contract to which these conditions apply. To permit the Company, its employees or agents to enter any premises in which the Goods are housed and to remove the Goods and to pay all reasonable costs of the Company in effecting such entry and removal and the transport of the same to the Company ‘s premises in Tayport or such other location as the Company may require;
(v) To maintain insurance against loss or damage of the Goods for all normal and usual commercial risks in the full replacement value thereof and to hold any proceeds of such insurance and all rights to obtain payments under such insurance in trust for the Company;
(vi) In the event of the sale of the Goods or the incorporation or admixture therein into other products of the Purchaser or its customers to hold in trust for the Company the proceeds of sale of such Goods or (in the case of incorporation or admixture) as fair proportion of the price received by the Purchaser for the sale of its products.
13. TERMINATION
The Company shall have the right immediately to terminate any contract to which these conditions apply at any time upon occurrence of any of the following events:-
(a) If the Purchaser suffers any diligence to be levied on its assets which is not discharged within 14 days thereafter;
(b) If the Purchaser (being an individual or a member of a partnership) commits any act of bankruptcy or compounds or makes any arrangement with his creditors;
(c) If the Purchaser (being a company) becomes apparently insolvent or is wound up either compulsorily or voluntarily or if a receiver or administrator is appointed to any part of its assets or ceases or threatens to cease trading;
(d) If the Purchaser fails to take delivery of any of the Goods within the period stipulated for in the contract;
(e) If the Purchaser is in breach of any of these Conditions and fails to remedy such breach with in 14 days following receipt of written notice of such breach from the Company.
The Purchaser shall be bound to give the Company immediate notification of the occurrence of any act or event referred to in paragraphs (a), (b), or (c) hereof.
14. INDEMNITY
The Purchaser shall keep the Company indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature made by third parties and caused in whole or in part or arising out of any act or omission of the Purchaser in connection with the use or storage of the Goods.
15. EXCLUSION OF OTHER TERMS
Except as otherwise specified in writing in any contract to which these conditions apply, the Company offers Goods for sale only to these Conditions to the exclusion of all other terms, conditions, guarantees and warranties, including any as to quality or fitness for any particular purpose, lists, catalogue, technical data sheets and other advertising material shall not form part of any Contract between the Company and the Purchaser.
As the manner of use and handling of Goods, is outside the knowledge and control of the Company, the Purchaser will be solely responsible for satisfying itself that the Goods are suitable for the purpose to which they are to be used.
16. CHANGES IN SPECIFICATION
The Company reserves the right to make minor alterations to the Goods without prior notice provided that such alterations do not adversely affect the performance values set out in the Company’s Specification. Wherever practicable, the Company will notify the Purchaser of any such alterations.
17. BS SPECIFICATIONS; QUALITY CERTIFICATION
Except when otherwise specified in writing all Goods are manufactured using a Quality Management System which is in accordance with the requirements of BS EN ISO 9001:2008
A Certificate of Conformity or Certificate of Analysis will be issued with each consignment of Goods if required and will be based on the criteria set out in the Specification which is the contract basis to which these Conditions apply.
18. SET-OFF
The Purchaser shall not be entitled to withhold payment of any sum due to the Company under this or any other contract in relation to any claim made against the Company whether under this contract of otherwise. The purchaser has no right of set-off or compensation against the Company in respect of any claim whatsoever.
19. CONFIDENTIALITY
The Purchaser undertakes that it shall not at any time during the contract and for a period of two years after the delivery of any Order, disclose to any person any confidential information concerning the Goods, business, assets, or pricing of the Company, except as permitted by this clause 19.
Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 19; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party may use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Conditions.
20. INTELLECTUAL PROPERTY
Nothing in these Conditions shall transfer ownership of, or otherwise grant the Purchaser any rights, in the Company’s intellectual property rights.
21. GOVERNING LAW
Any contract entered into by the Company shall be governed by the laws of Scotland and shall be subject to the exclusive jurisdiction of the courts of Scotland to which the Purchaser, by acceptance of these Conditions, agrees to submit.