Unless otherwise agreed in writing by EMF Manufacturing (the seller) these conditions will supersede any earlier sets of conditions appearing in the sellers catalogues or elsewhere shall override any terms and conditions stipulated, incorporated or referred to by the buyer whether in the order or in any negotiations and all guarantees, warranties or conditions (including any conditions as to quality or fitness for any particular purpose) whether express or implied by statute common law otherwise are excluded and hereby revoked.
All quotations or price lists are exclusive of VAT and are valid for 30 days from date of issue.
The goods are supplied in accordance with the published specification which the buyer is deemed to have accepted.
The quoted price of the goods may be varied by additions upwards by the seller in accordance with market conditions at the date of actual supply and the buyer shall pay such additions to the quoted price. This may include any increase in the cost of labour, materials, operations and transport or currency exchange fluctuations greater than plus or minus 3%.
Any time or date named by the seller for delivery is given and intended as an estimate only and the seller shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in delivery.
Delivery shall be taken by the buyer within the period (if any) stated in the quotation or order and such full details as may be necessary or required to enable the seller to complete delivery within such period shall be supplied by the buyer. If for any reason the buyer is unable to accept delivery at the time when the goods are due or shall fail to give delivery instructions to the seller, the seller shall if its storage facilities permit, store the goods and take all reasonable steps to prevent their deterioration until their actual delivery. The buyer will be liable for all reasonable costs of storage and aborted delivery of ordered goods.
Payment of accounts shall be made on or before the last day of the month following the month of invoice unless there is a written agreement between the parties for the operation of the account between them. Where payment is not made as provided by this clause, interest will be charged on the outstanding account at 5% above base lending rate.
The property in the goods shall not pass to the buyer until the buyer has paid to the seller the whole price thereof. If, notwithstanding that, the property in the goods has not passed to the buyer, and the buyer shall sell the goods in such a way 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. The buyer agrees that prior to the payment of the whole price of the goods the seller may at any time enter the buyers premises and remove the goods which must be kept clearly identifiable.
The seller will replace at its own cost, any goods supplied that are or become faulty by reason of defective materials or workmanship in accordance with the written warrantees supplied with the product. However, the buyer must notify the seller in writing of the fault within 48 hours of delivery and allow inspection of the material so that an agreed action can take place. Thereafter the buyer is deemed to have satisfied themselves of the quality of the goods. No consequential costs or liabilities will be allowed.
The seller will repair or replace free of charge any goods damaged or lost in transit to the agreed place of delivery provided the buyer gives written notification of such loss no later than 48 hours after delivery should have or did take place.
Should default be made by the buyer in paying any sum due under any order as when it becomes due, the sell has the right to suspend all further deliveries until the default is made good or to cancel the order so far as any goods are still to be delivered thereunder.
In the case of partial completion of an order, the seller has the right to a quantum meruit in respect of work done by it without prejudice to its rights should non completion be occasioned by the buyer.
In the case of war, acts of terrorism, strikes, lockouts or breakdown of major plant beyond the seller’s control, the seller shall be relieved of liabilities incurred under the contract.
The seller reserves the right to subcontract the fulfilment of the order or any part thereof and in such cases the contract shall be varied to include the standard terms and conditions of the subcontractor.
The construction, validity and performance of this Supplier Agreement, shall be governed by Scots law and the parties shall accept the jurisdiction of the Scottish Courts.