Terms & conditions of supply
Terms and Conditions for the Supply of Goods and Services (Last updated 16/12/19)
The Customer's attention is particularly drawn to the provisions of clause 13
(Limitation of Liability) and clause 14 (Personal Liability of Directors/Members)
The following definitions and rules of interpretation apply in this agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in Scotland,
when banks in Edinburgh are open for business.
Commencement Date: has the meaning given in clause 2.2 .
Conditions: these terms and conditions as amended from time to time in accordance
with clause 17.8 .
Contract: the contract between the Supplier and the Customer for the supply of Goods
and/or Services in accordance with these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from the
Data Controller: has the meaning set out in section 1(1) of the Data Protection Act
Data Subject: an individual who is the subject of Personal Data.
Deliverables: the deliverables set out in the Order produced by the Supplier for the
Delivery Location: has the meaning given in clause 4.2 .
Force Majeure Event: has the meaning given to it in clause 16 .
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or
drawings, that are agreed by the Customer and the Supplier.
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.
Order: the Customer's order for the supply of Goods and/or Services, as set out in the
Customer's written acceptance of the Supplier's quotation or in the Customer's
purchase order form.
Personal Data: has the meaning set out in section 1(1) of the Data Protection Act
1998 and relates only to personal data, or any part of such personal data, in respect of
which the Customer is the Data Controller and in relation to which the Supplier is
providing services under the Contract.
Processing and process: have the meaning set out in section 1(1) of the Data
Protection Act 1998.
Services: the services, including the Deliverables, supplied by the Supplier to the
Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in
writing by the Supplier to the Customer.
Supplier: Norse Stone Limited registered in Scotland with company number
Supplier Materials: has the meaning given in clause 8.1(h) .
(a) A person includes a natural person, corporate or unincorporated body (whether or
not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and
(c) A reference to a statute or statutory provision is a reference to it as amended or re-
enacted. A reference to a statute or statutory provision includes all subordinate
legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or
any similar expression shall be construed as illustrative and shall not limit the sense of
the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes faxes and emails.
2. Basis of contract
1.1 The Order constitutes an offer by the Customer to purchase Goods and/or
Services in accordance with these Conditions.
1.2 The Order shall only be deemed to be accepted when the Supplier issues written
acceptance of the Order at which point and on which date the Contract shall come into
existence (Commencement Date).
2.1 Any samples, drawings, descriptive matter or advertising issued by the Supplier
and any descriptions of the Goods or illustrations or descriptions of the Services
contained in the Supplier's catalogues or brochures are issued or published for the
sole purpose of giving an approximate idea of the Services and/or Goods described in
them. They shall not form part of the Contract or have any contractual force.
2.2 These Conditions apply to the Contract to the exclusion of any other terms that the
Customer seeks to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.
2.3 Any quotation given by the Supplier shall not constitute an offer, and is only valid
for a period of 20 Business Days from its date of issue.
2.4 All of these Conditions shall apply to the supply of both Goods and Services except
where application to one or the other is specified.
3.1 The Goods are described in the Goods Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods
Specification supplied by the Customer, the Customer shall indemnify the Supplier
against all liabilities, costs, expenses, damages and losses (including any direct,
indirect or consequential losses, loss of profit, loss of reputation and all interest,
penalties and legal costs (calculated on a full indemnity basis) and all other
professional costs and expenses) suffered or incurred by the Supplier arising out of or
in connection with any claim made against the Supplier for actual or alleged
infringement of a third party's intellectual property rights arising out of or in connection
with the Supplier's use of the Goods Specification. This clause 3.2 shall survive
termination of the Contract.
3.3 The Supplier reserves the right to amend the Goods Specification if required by
any applicable statutory or regulatory requirement, and the Supplier shall notify the
Customer in any such event.
4. Delivery of Goods
4.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note which shows the
date of the Order, all relevant Customer and Supplier reference numbers, the type and
quantity of the Goods, special storage instructions (if any) and, if the Order is being
delivered by instalments, the outstanding balance of Goods remaining to be delivered;
(b) it states clearly on the delivery note any requirement for the Customer to return any
packaging material to the Supplier. The Customer shall make any such packaging
materials available for collection at such times as the Supplier shall reasonably
request. Returns of packaging materials shall be at the Supplier's expense.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such
other location as the parties may agree (Delivery Location) at any time after the
Supplier notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the completion of unloading of the
Goods at the Delivery Location.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of
delivery is not of the essence. The Supplier shall not be liable for any delay in delivery
of the Goods that is caused by a Force Majeure Event or the Customer's failure to
provide the Supplier with adequate delivery instructions or any other instructions that
are relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and
expenses incurred by the Customer in obtaining replacement goods of similar
description and quality in the cheapest market available, less the price of the Goods.
The Supplier shall have no liability for any failure to deliver the Goods to the extent that
such failure is caused by a Force Majeure Event or the Customer's failure to provide
the Supplier with adequate delivery instructions for the Goods or any relevant
instruction related to the supply of the Goods.
4.6 If the Customer fails to accept delivery of the Goods within three Business Days of
the Supplier notifying the Customer that the Goods are ready, then except where such
failure or delay is caused by a Force Majeure Event or by the Supplier's failure to
comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the
third Business Day following the day on which the Supplier notified the Customer that
the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the
Customer for all related costs and expenses (including insurance).
4.7 If ten Business Days after the Supplier notified the Customer that the Goods were
ready for delivery the Customer has not accepted delivery of them, the Supplier may
resell or otherwise dispose of part or all of the Goods and, after deducting reasonable
storage and selling costs, account to the Customer for any excess over the price of the
Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 If the Supplier delivers up to and including 5% more or less than the quantity of
Goods ordered the Customer may not reject them, but on receipt of notice from the
Customer that the wrong quantity of Goods was delivered, the Supplier shall make a
pro rata adjustment to the invoice for the Goods.
4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and
paid for separately. Each instalment shall constitute a separate contract. Any delay in
delivery or defect in an instalment shall not entitle the Customer to cancel any other
5. Quality of Goods
5.1 The Supplier warrants that on delivery the Goods shall:
(a) conform with their description and the Goods Specification but allowing for any
minor colour variations as the Goods are made of a natural material;
(a) be free from material defects in design, material and workmanship;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(c) be fit for any purpose held out by the Supplier.
5.2 Subject to clause 5.3 , the Supplier shall, at its option, repair or replace the
defective Goods, or refund the price of the defective Goods in full if:
(a) the Customer gives notice in writing within a reasonable time of discovery that
some or all of the Goods do not comply with the warranty set out in clause 5.1 ;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the
Supplier's place of business at the Customer's cost.
5.3 The Supplier shall not be liable for the Goods; failure to comply with the warranty in
clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in
accordance with clause 5.2 ;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written
instructions as to the storage, installation, commissioning, use or maintenance of the
Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design or Goods
Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal working conditions; or
(f) the Goods differ from the Goods Specification as a result of changes made to
ensure they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5 , the Supplier shall have no liability to the
Customer in respect of the Goods; failure to comply with the warranty set out in clause
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods
supplied by the Supplier.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and
any other goods that the Supplier has supplied to the Customer in respect of which
payment has become due, in which case title to the Goods shall pass at the time of
payment of all such sums; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the
Customer at the time specified in clause 6.4 .
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they
remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to
(c) maintain the Goods in satisfactory condition and keep them insured against all risks
for their full price on the Supplier's behalf from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in
clause 15; and
(e) give the Supplier such information relating to the Goods as the Supplier may
require from time to time.
6.4 Subject to clause 6.5 , the Customer may resell or use the Goods in the ordinary
course of its business (but not otherwise) before the Supplier receives payment for the
Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before
the time at which resale by the Customer occurs.
6.5 If before title to the Goods passes to the Customer the Customer becomes subject
to any of the events listed in clause 15, then, without limiting any other right or remedy
the Supplier may have:
(a) the Customer's right to resell Goods or use them in the ordinary course of its
business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been
resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of
any third party where the Goods are stored in order to recover them.
7. Supply of Services
7.1 The Supplier shall supply the Services to the Customer in accordance with the
Service Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates
for the Services specified in the quotation, but any such dates shall be estimates only
and time shall not be of the essence for the performance of the Services.
7.3 The Supplier reserves the right to amend the Service Specification if necessary to
comply with any applicable law or regulatory requirement, or if the amendment will not
materially affect the nature or quality of the Services, and the Supplier shall notify the
Customer in any such event.
7.4 The Supplier warrants to the Customer that the Services will be provided using
reasonable care and skill.
8. Customer's obligations
8.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Service
Specification and the Goods Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with
access to the Customer's premises, office accommodation and other facilities as
reasonably required by the Supplier to provide the Services;
(d) provide the Supplier with such information and materials as the Supplier may
reasonably require in order to supply the Services, and ensure that such information is
complete and accurate in all material respects;
(e) prepare the Customer's premises for the supply of the Services;
(f) obtain and maintain all necessary licences, permissions and consents which may
be required for the Services before the date on which the Services are to start;
(g) comply with all applicable laws, including health and safety laws;
(h) keep all materials, equipment, documents and other property of the Supplier
(Supplier Materials) at the Customer's premises in safe custody at its own risk,
maintain the Supplier Materials in good condition until returned to the Supplier, and not
dispose of or use the Supplier Materials other than in accordance with the Supplier's
written instructions or authorisation; and
(i) comply with any additional obligations as set out in the Service Specification and the
8.2 If the Supplier's performance of any of its obligations under the Contract is
prevented or delayed by any act or omission by the Customer or failure by the
Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier
shall have the right to suspend performance of the Services until the Customer
remedies the Customer Default, and to rely on the Customer Default to relieve it from
the performance of any of its obligations in each case to the extent the Customer
Default prevents or delays the Supplier's performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the
Customer arising directly or indirectly from the Supplier's failure or delay to perform
any of its obligations as set out in this clause 8.2 ; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or
losses sustained or incurred by the Supplier arising directly or indirectly from the
9. Charges and payment
9.1 The price for Goods:
(a) shall be the price set out in the Order or, if no price is quoted, the price set out in
the Supplier's published price list as at the date of the order; and
(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the
Goods, which shall be invoiced to the Customer unless otherwise stated.
9.2 The charges for Services shall be calculated on a time and materials basis:
(a) the charges shall be calculated in accordance with the Supplier's fee rates, as set
out in the Order;
(b) the Supplier shall be entitled to charge the Customer for any expenses reasonably
incurred by the individuals whom the Supplier engages in connection with the Services
including travelling expenses, hotel costs, subsistence and any associated expenses,
and for the cost of services provided by third parties and required by the Supplier for
the performance of the Services, and for the cost of any materials.
9.3 The Supplier reserves the right to:
(a) increase the charges for the Services on an annual basis with effect from each
anniversary of the Commencement Date in line with the percentage increase in the
Retail Prices in the preceding 12-month period and the first such increase shall take
effect on the first anniversary of the Commencement Date and shall be based on the
latest available figure for the percentage increase in the Retail Prices Index;
(b) increase the price of the Goods, by giving notice to the Customer at any time
before delivery, to reflect any increase in the cost of the Goods to the Supplier that is
(i) any factor beyond the control of the Supplier (including foreign exchange
fluctuations, increases in taxes and duties, and increases in labour, materials and
other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of
Goods ordered, or the Goods Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or
failure of the Customer to give the Supplier adequate or accurate information or
instructions in respect of the Goods.
9.4 In respect of Goods, the Supplier shall invoice the Customer on or at any time after
completion of delivery. In respect of Services, the Supplier shall invoice the Customer
on completion of the Services. The Supplier reserves the right to request that a deposit
of 50% is paid in advance when a bespoke or custom order is placed.
9.5 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice or in accordance with any credit terms
agreed by the Supplier and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier,
time for payment shall be of the essence of the Contract.
9.6 All amounts payable by the Customer under the Contract are exclusive of amounts
in respect of value added tax chargeable from time to time (VAT). Where any taxable
supply for VAT purposes is made under the Contract by the Supplier to the Customer,
the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the
Supplier such additional amounts in respect of VAT as are chargeable on the supply of
the Services or Goods at the same time as payment is due for the supply of the
Services or Goods.
9.7 If the Customer fails to make a payment due to the Supplier under the Contract by
the due date, then, without limiting the Supplier's remedies under clause 14
(Termination), the Customer shall pay interest on the overdue sum from the due date
until payment of the overdue sum, whether before or after judgment. Interest under this
clause 9.7 will accrue each day at 4% a year above the Bank of Scotland's base rate
from time to time, but at 4% a year for any period when that base rate is below 0%.
9.8 All amounts due under the Contract 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).
10. Intellectual property rights
10.1 All Intellectual Property Rights in or arising out of or in connection with the
Services (other than Intellectual Property Rights in any materials provided by the
Customer) shall be owned by the Supplier.
10.2 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-
transferable licence to copy and modify any materials provided by the Customer to the
Supplier for the term of the Contract for the purpose of providing the Services to the
11. Data protection and data processing
11.1 The Customer and the Supplier acknowledge that for the purposes of the Data
Protection Act 1998, the Customer is the Data Controller and the Supplier is the data
processor in respect of any Personal Data.
11.2 The Supplier shall process the Personal Data only in accordance with the
Customer's instructions from time to time and shall not process the Personal Data for
any purposes other than those expressly authorised by the Customer.
11.3 The Supplier shall take reasonable steps to ensure the reliability of all its
employees who have access to the Personal Data.
11.4 Each party warrants to the other that it will process the Personal Data in
compliance with all applicable laws, enactments, regulations, orders, standards and
other similar instruments.
11.5 The Supplier warrants that, having regard to the state of technological
development and the cost of implementing any measures, it will:
(a) take appropriate technical and organisational measures against the unauthorised
or unlawful processing of Personal Data and against the accidental loss or destruction
of, or damage to, Personal Data to ensure a level of security appropriate to:
(i) the harm that might result from such unauthorised or unlawful processing or
accidental loss, destruction or damage; and
(ii) the nature of the data to be protected; and
(b) take reasonable steps to ensure compliance with those measures.
11.6 Each party agrees to indemnify and keep indemnified and defend at its own
expense the other party against all costs, claims, damages or expenses incurred by
the other party or for which the other party may become liable due to any failure by the
first party or its employees or agents to comply with any of its obligations under this
11.7 The Customer acknowledges that the Supplier is reliant on the Customer for
direction as to the extent to which the Supplier is entitled to use and process the
Personal Data. Consequently, the Supplier will not be liable for any claim brought by a
Data Subject arising from any action or omission by the Supplier, to the extent that
such action or omission resulted directly from the Customer's instructions.
11.8 The Supplier may authorise a third party (subcontractor) to process the Personal
Data provided that the subcontractor's contract:
(a) is on terms which are substantially the same as those set out in this agreement;
(b) terminates automatically on termination of this agreement for any reason.
12.1 Each party undertakes that it shall not at any time disclose to any person any
confidential information concerning the business, affairs, customers, clients or
suppliers of the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to
know such information for the purposes of carrying out the party's obligations under
the Contract. Each party shall ensure that its employees, officers, representatives,
subcontractors or advisers to whom it discloses the other party's confidential
information comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or
12.3 Neither party shall use the other party's confidential information for any purpose
other than to perform its obligations under the Contract.
13. Limitation of liability:
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its
employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act
1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and
quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 13.1 , the Supplier shall not be liable to the Customer, whether
in contract, delict (including negligence), for breach of statutory duty, or otherwise,
arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) any indirect or consequential loss.
13.3 Subject to clause 13.1 , the Supplier's total liability to the Customer, whether in
contract, delict (including negligence), breach of statutory duty or otherwise, arising
under or in connection with the Contract, shall be limited to £[AMOUNT] or
[PERCENTAGE]% of the total charges paid under the Contract.
13.4 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.
13.5 This clause 13 shall survive termination of the Contract.
14. Personal Liability of Directors/Members:
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
It is Norse Stone Limited’s normal practice to ask the directors of any Customer which
is a company, or the members of a limited liability partnership (LLP) or individuals
connected with any other limited liability entity to undertake personally to pay any
sums outstanding to Norse Stone Limited in the event the Customer is unable to do so.
Accordingly, please note that by entering into a Contract with Norse Stone Limited on
behalf of a company, LLP or other vehicle with limited liability, then you are undertaking
personally to us to pay our invoices together with VAT and outlays. The directors of
any company or the members of an LLP, placing contracts with Norse Stone Limited
will also be jointly and severally liable for any invoices and outlays incurred by the
company or LLP. The directors (or members in the case of an LLP) of any company
entering into contracts with Norse Stone Limited are deemed to have accepted this
condition by continuing to accept our goods and services following the receipt of these
terms and conditions.
15.1 Without affecting any other right or remedy available to it, either party may
terminate the Contract with immediate effect by giving written notice to the other party
(a) the other party commits a material breach of its obligations under the Contract and
(if such breach is remediable) fails to remedy that breach within 14 days after receipt
of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement with its
creditors (other than in relation to a solvent restructuring), being wound up (whether
voluntarily or by order of the court, unless for the purpose of a solvent restructuring),
having a receiver appointed to any of its assets or ceasing to carry on business or, if
the step or action is taken in another jurisdiction, in connection with any analogous
procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease
to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the
terminating party's opinion the other party's capability to adequately fulfil its obligations
under the Contract has been placed in jeopardy.
15.2 Without affecting any other right or remedy available to it, the Supplier may
terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for
(b) there is a change of control of the Customer.
15.3 Without affecting any other right or remedy available to it, the Supplier may
suspend the supply of Services or all further deliveries of Goods under the Contract or
any other contract between the Customer and the Supplier if the Customer fails to pay
any amount due under the Contract on the due date for payment, the Customer
becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(d), or the
Supplier reasonably believes that the Customer is about to become subject to any of
16. Consequences of termination
16.1 On termination of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding
unpaid invoices and interest and, in respect of Services and Goods supplied but for
which no invoice has been submitted, the Supplier shall submit an invoice, which shall
be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables or
Goods which have not been fully paid for. If the Customer fails to do so, then the
Supplier may enter the Customer's premises and take possession of them. Until they
have been returned, the Customer shall be solely responsible for their safe keeping
and will not use them for any purpose not connected with this Contract.
16.2 Termination of the Contract shall not affect any rights, remedies, obligations and
liabilities of the parties that have accrued up to the date of termination, including the
right to claim damages in respect of any breach of the Contract which existed at or
before the date of termination.
16.3 Any provision of the Contract that expressly or by implication is intended to have
effect after termination shall continue in full force and effect.
17. Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing or
failure to perform, any of its obligations under the Contract if such delay or failure
result from events, circumstances or causes beyond its reasonable control.
18.1 Assignment and other dealings
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate,
declare a trust over or deal in any other manner with any or all of its rights and
obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a
trust over or deal in any other manner with any of its rights and obligations under the
Contract without the prior written consent of the Supplier.
(a) Any notice or other communication given to a party under or in connection with the
Contract shall be in writing and shall be delivered by hand or by pre-paid first-class
post or other next working day delivery service at its registered office (if a company) or
its principal place of business (in any other case); or sent by fax to its main fax number
or sent by email to the address specified in the quotation.
(b) Any notice or other communication shall be deemed to have been received: if
delivered by hand, on signature of a delivery receipt or at the time the notice is left at
the proper address; if sent by pre-paid first-class post or other next working day
delivery service, at 9.00 am on the second Business Day after posting or at the time
recorded by the delivery service; or, if sent by fax [or email], at 9.00 am on the next
Business Day after transmission.
(c) This clause does not apply to the service of any proceedings or other documents in
any legal action or, where applicable, any other method of dispute resolution.
18.3 Severance. If any provision or part-provision of the Contract is or becomes
invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent
necessary to make it valid, legal and enforceable. If such modification is not possible,
the relevant provision or part-provision shall be deemed deleted. Any modification to or
deletion of a provision or part-provision under this clause shall not affect the validity
and enforceability of the rest of the Contract.
18.4 Waiver. A waiver of any right or remedy under the Contract or by law is only
effective if given in writing and shall not be deemed a waiver of any subsequent breach
or default. A failure or delay by a party to exercise any right or remedy provided under
the Contract or by law shall not constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict any further exercise of that or any other right or remedy.
No single or partial exercise of any right or remedy provided under the Contract or by
law shall prevent or restrict the further exercise of that or any other right or remedy.
18.5 No partnership or agency. Nothing in the Contract is intended to, or shall be
deemed to, establish any partnership or joint venture between the parties, constitute
either party the agent of the other, or authorise either party to make or enter into any
commitments for or on behalf of the other party.
18.6 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes
and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to
its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and
shall have no remedies in respect of any statement, representation, assurance or
warranty (whether made innocently or negligently) that is not set out in the Contract.
Each party agrees that it shall have no claim for innocent or negligent
misrepresentation or negligent misrepresentation based on any statement in the
(c) Nothing in this clause shall limit or exclude any liability for fraud.
18.7 Variation. Except as set out in these Conditions, no variation of the Contract shall
be effective unless it is agreed in writing and signed by the parties (or their authorised
18.8 Governing law. The Contract and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject matter or
formation shall be governed by and construed in accordance with the law of Scotland.
18.9 Jurisdiction. Each party irrevocably agrees that the courts of Scotland shall have
exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes
or claims) arising out of or in connection with the Contract or its subject matter or