Terms and Conditions
Terms and Conditions of Sale
1. Quotations Order and Acceptance
1.1 All quotations are given, all orders are accepted and all contracts for the sale and supply of goods and equipment (“Equipment”) are entered into by Laser Support Services whose registered office is situated at School Drive, Ovenstone, Fife KY10 2RR (“the Company”) subject to and upon these Terms and Conditions of Sale.
1.2 Any quotation given or other communication sent by the Company to any person firm or company to whom Equipment is supplied (“the Customer”) shall be deemed to be an invitation to treat only. The contract between the Company and the Customer shall be constituted by, and no binding obligation on the part of the Company shall arise until, the Company’s acceptance, whether upon the Company’s formal acknowledgement or otherwise, of the customer’s order.
1.3 Any order or communication of any kind from the Customer containing any terms and/or conditions inconsistency and such inconsistent terms and/or conditions shall be deemed to be severable and shall be severed from the order or communication without otherwise affecting the validity thereof and any subsequent acceptance an these Terms and Conditions by the Company shall not constitute a counter offer.
2. Delivery and Risk
2.1 Unless otherwise expressly agreed in writing, the Company shall effect delivery of the Equipment to the premises of the Customer named in the order. Cost of delivery incurred by the Company shall be added to the invoice price of the Equipment.
2.2 The Company shall use all endeavours to deliver the Equipment and arrange for its arrival at the destination specified by the customer by the time requested by the Customer in any order but time shall not be of the essence in any contract and the Company shall not be liable for any loss or damage whatsoever arising directly or indirectly from any failure to deliver at such time or for any delay in the arrival of the Equipment at such destination.
2.3 The Company reserves the right to suspend deliveries to the Customer and/or to terminate any contract without liability in the event of any breach by the Customer of these Terms and Conditions.
2.4 Risk in the Equipment shall pass to the Customer upon delivery of the Equipment at the Customer’s premises named in the order.
3.1 The price of the Equipment shall be exclusive of VAT or any other similar sales or purchase tax payable or to be accounted for by the Company in relation to the sale and supply of the Equipment to the Customer, which shall be charged in addition at the rate in force at the date of the Company’s invoice to the Customer.
3.2 Notwithstanding the terms of any acceptance of the Customer’s order by the Company the price of the Equipment shall be subject to variation by the Company if the costs to the Company shall have increased between the date of acceptance of the order and the date of delivery of the Equipment whether by reason of any increase in the price of materials, parts or labour or the charges of any sub-contractor or by reason of any alteration in the exchange rate of the currency in which the sub-contractor is paid or otherwise.
4.1 Save as provided in Clause 4.2 below all sums due as shown on the Company’s invoice must be paid within 30 days of the date thereof.
4.2 Where the Customer has requested for the Company to arrange for the Equipment to be delivered to a destination outside the United Kingdom payment for the Equipment must be received by the Company in full prior to delivery unless an irrevocable letter of credit confirmed and drawn on a bank in the United Kingdom is first opened in favour of the Company or equivalent arrangements are agreed by the Company in writing.
4.3 Without prejudice to its other rights hereunder in connection with the last payment the Company reserves the right to charge interest on all accounts due but unpaid at the rate of five per cent (5%) per annum above the base rate of the Clydesdale Bank from time to time such interest to accrue at a daily rate from the due date until payment. 5. Title
(i) Until the Company has been paid in full for any Equipment supplied to the Customer, the Customer holds the Equipment in a fiduciary capacity as bailee for the Company and legal and beneficial title to the Equipment shall remain with the Company and, if the Company so requires, the Customer shall store the Equipment in such a way that it is clearly identifiable as the property of the Company and can be identified against the unpaid invoices of the Company in respect of the Equipment; and
(ii) the Company reserves the right of disposal of the Equipment and may retake possession thereof at any time and for that purpose may by its servants or agents enter upon any land or premises occupied by the Customer; and
(iii) it the Customer incorporates or allows the incorporation of the Equipment into other goods in any way legal and beneficial title to those other goods shall vest forthwith in the Company and the Customer shall hold such other goods in a fiduciary capacity as bailee for the Company and the Customer shall comply with the provisions of sub-clauses (i) and (ii) above in relation to such other goods; and
(iv) without prejudice to the foregoing sub-clauses the Customer shall be at liberty to sell the equipment or such other goods in the normal course of its business provided that any monies so received shall be held separately on behalf of the Company in an account opened for such purpose and the Customer shall have a fiduciary duty to account to the Company for such monies to the extent of its indebtedness.
6. Warranties and Exclusions
6.1 The Company warrants that the Equipment will be in accordance with and will perform in accordance with any specification of the Equipment as provided by the Company and will be free of defects caused by reason of faulty materials or workmanship for such period from the date of the Company’s invoice as the Company may specify in writing to the Customer prior to delivery of the Equipment. In the event that the Equipment or any part thereof shall prove to be defective within such a period upon the return carriage paid of the Equipment of the part or parts thereof alleged to be defective to the Company. The Company will at its option repair such defects or replace such defective Equipment or parts thereof free of charge. Such repair or replacement together with redelivery of the Equipment to the Customer at the cost of the Company shall constitute compliance with its obligations hereunder with respect to such defective Equipment or parts thereof. Any Equipment or part thereof replaced by the Company in accordance with its obligation hereunder shall become the property of the Company.
6.2 The warranty contained in Clause 6.1 above shall not apply (i) to defect in the Equipment arising from mishandling or misuse by the Customer of the Equipment in any way or from incorrect installation of the Equipment (ii) to damage sustained by the Equipment in transit (iii) to damage to the Equipment resulting from unsoftened water
6.3 The Company does not exclude or restrict its liability for death or personal injury resulting from the negligence of the Company, its servants, agents or sub-contractors.
6.4 Save as expressly provided herein all warranties and conditions expressed or implied by law or otherwise with respect to the Equipment are excluded and the Purchaser hereby accepts the rights conferred in Clauses 6.1 and 6.2 above in lieu of any other such warranty, condition or liability imposed by common-law, statute or otherwise
6.5 The liability of the Customer in respect of loss or damage suffered by the Company as a direct result of any breach by the Company of its obligations under any contract for the sale and supply of Equipment shall not in any event exceed in aggregate the price paid or payable by the Customer to the Company under any contract for the sale and supply of Equipment to the Customer during the immediately preceding period of twelve months. Unless otherwise stated with individual products, all products will have a twelve month warranty from date of purchase. THE COMPANY SHALL NOT OTHERWISE BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY DAMAGE TO PROPERTY OR FOR ANY LOSS OF PROFITS BUSINESS OR ANTICIPATED EARNINGS OR FOR DAMAGES IN RESPECT OF SPECIAL INDIRECT OR CONSEQUENTIAL LOSS HOWSOEVER OCCASIONED. Without prejudice to the generality of the foregoing the Company shall not be liable for any loss or damage to the Equipment arising from the pressure of water used by the Customer in connection with the Equipment.
7.1 The Company shall be entitled to terminate any contract with the Customer forthwith by notice in writing. (a) if the Customer shall become bankrupt or make any arrangement or composition with its creditors or if a petition is presented wind up the Customer or if the Customer shall go into liquidation (except for the purposes of voluntary solvent amalgamation or reconstruction) or if a receiver or administrator is appointed over all or any part of its assets or undertaking; or (b) If the Customer shall have committed any breach of the terms of any contract between the Company and the Customer and if such breach is capable of remedy shall have failed to remedy the same within a period of seven days of notice given by the Company to the Customer requiring such breach to be remedied.
7.2 Termination of any contract to which these Terms and Conditions apply howsoever occasioned shall be without prejudice to any rights of either party which may have accrued prior to the date thereof.
8. Force Majeure
8.1 The Company shall not be liable to the Customer for any default here-under where the same arises by reason of any act or cause beyond the reasonable control of the Company. In the event of any delay (unless the cause thereof shall frustrate or render impossible or illegal performance of any contract or shall otherwise discharge the same) subject to right on the part of the Company to cancel or suspend any contract with the Customer without liability the time for performance of the Company's obligations shall be extended for such period (not being limited to the length of delay) as the Company may reasonably require to complete the performance of its obligation.
9.1 No relaxation forbearance delay or indulgence by the Company in enforcing the terms and conditions of any contract shall prejudice the Company’s right to insist upon strict compliance therewith nor shall the same constitute a waiver or estoppel.
9.2 Any provision here of which is void or unenforceable in any applicable jurisdiction shall to the extent of such invalidity or unenforceability be deemed severable and shall be severed from and shall not affect any other provisions here of.
9.3 These Terms and Conditions and any other contract between the Company and the Customer incorporating the same shall be governed by Scottish Law and the parties hereto hereby agree to submit to the jurisdiction of the Scottish Courts.
9.4 Any contract between the Company and the Customer is personal to the Customer and shall not be capable of assignment to any other person firm or company.
9.5 These Terms and Conditions shall constitute the entire agreement between the parties in relation to the sale and supply of the Equipment and no representation or statement made by any representative of the Company prior to the date hereof shall be binding on the Company. No variation of these Terms and Conditions made thereafter shall be binding on the Company unless agreed by the Company in writing.