Terms and Conditions for the Supply of Goods and Services

CONDITIONS

These are the terms and conditions (“Conditions”) on which we supply the Goods and/or Services to you. Please read these Conditions carefully before you submit your order to us. These Conditions tell you who we are, how we will provide Goods and/or Services to you, how either party may change or end the contract, what to do if there is a problem and other important information.

Contact us

You can contact us by telephoning our customer service team at +44(0)3450 543210 or by writing to us at ContactUs@HRNGroup.co.uk

If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Order.

(Your attention is drawn in particular to the provisions of clause 14 which limits or excludes our liability to you under these Conditions)

  1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply unless the context otherwise requires:

“Account” means an account with us which has been pre-approved in writing by us.

“Account Holder” means the holder of an Account.

“Business Day” means a day other than a Saturday, Sunday or public holiday in Scotland when banks in Aberdeen are open for business. “Commencement Date” has the meaning set out in clause 2.2. “Conditions” means these terms and conditions as amended from time to time in accordance with these terms and conditions. “Contract” means the contract between you and us for the supply of Goods and/or Services in accordance with these Conditions. “Controller” has the meaning as set out in the Data Protection Legislation.

“Customer” or “you” or “your” means the person or firm who purchases the Goods and/or Services.

“Data Protection Legislation” means all applicable data protection and privacy legislation and regulations in force from time to time in the UK

“Delivery Location” means the location where the Goods shall be delivered as set out in the Order or such other location as we may both may agree.

“Delivery Services” means the transportation of Goods by us.

“Export” means export from the United Kingdom.

“Force Majeure Event” means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or the workforce of any third party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

“Goods” means the goods and/or any Parts set out in the Order. “Intellectual Property Rights” means 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” means your order for the supply of Goods and/or Services, as set out in the purchase order form, or your written instruction to purchase on the basis of a Quotation, via our website or overleaf, as the case may be.

“Our Location” means our premises set out in the Order or such other location as we may agree.

“Parts” means any parts of Goods supplied by us.

“Personnel” means in respect of either party any employee, subcontractor, officer, partner, agent or any other person. “Quotation” means a quotation (including the description or specification for the Goods and/or Services) provided in writing by us, including via our website.

“Services” means the services (if any) described in the Order. “Specification” means any specification for the Goods which is agreed in writing between us prior to the Commencement Date.

“Supplier”, “we”, “us” or “our” means the entity providing you with the Goods and/or Services identified in the purchase order form overleaf or through whose website you place your Order and including (as appropriate) i) H.R.N. Tractors Limited (company number SC072669); or ii) Agritrac Exports Limited, (company number SC241537); iii) R & N Barclay.

1.2 Construction. In these Conditions, the following rules apply:

(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 successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e) a reference to writing or written includes faxes and e-mails.

  1. BASIS OF CONTRACT

Offline Sales

2.1 Any Quotation issued by us to you is an invitation to you to make an offer and is not an offer that is capable of acceptance. If you wish to purchase on the basis of a Quotation then you must place an Order with us within 20 Business Days from the date displayed on the Quotation.

2.2 The Order constitutes an offer by you to purchase Goods and/or Services in accordance with these Conditions. The Order shall only be deemed to be accepted when we issue written acceptance of the Order in writing at which point, and on which date the Contract shall come into existence (Commencement Date).

Online Sales

2.3 Where purchasing Goods and/or Services via our website, follow the onscreen prompts to place an Order. Each Order is an offer by you purchase Goods and/or Services in accordance with these Conditions.

2.4 Our Order process allows you to check and amend any errors before submitting your Order to us. Please check the Order carefully before confirming it. You are responsible for ensuring that your Order and any Specification submitted by you is complete and accurate.

2.5 After you place an Order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your Order has been accepted. Our acceptance of your Order will take place as described in clause 2.6.

2.6 Our acceptance of your Order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence.

Sales Generally

2.7 If we are unable to accept your Order, we will inform you of this in writing and will not charge you for the Goods and/or Services. If you have already paid for the Goods or Services we will refund you the full amount including any delivery costs charged as soon as possible.

2.8 The Contract constitutes the entire agreement between us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Contract.

2.9 Goods may vary slightly from their pictures. Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of the Goods or illustrations or descriptions of the Services contained in our catalogues or brochures or shown on our website are for illustrative purposes only, with the sole purpose of giving an approximate idea of the Goods and/or Services described in them. Although we have made every effort to display the colours accurately on our website, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the Goods. Your Goods may vary slightly from those images. They shall not form part of the Contract or have any contractual force. Although we have made every effort to be as accurate as possible, because our Goods are various sizes, weights, capacities, dimensions and measurements indicated on our website have a tolerance.

2.10 The packaging of the Goods may vary from that shown in images on our website.

2.11 If we are altering the Goods to specifications you have given us you are responsible for ensuring that these specification including any measurements are correct.

2.12 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

  1. GOODS AND SPECIFICATION

3.1 The quantity and description of, and any specifications for the Goods shall be those set out in the Order (if accepted by us).

3.2 To the extent that the Goods are to be manufactured in accordance with a Specification (to be agreed in writing) supplied by you, you shall indemnify us 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 and other professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3 We reserve the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirements.

  1. DELIVERY OF GOODS AND/OR SERVICES

4.1 We shall either

(a) if agreed to by us, provide the Delivery Services to deliver the Goods to the Delivery Location at such time after we notify you that the Goods are ready;

(b) if agreed between us, arrange for a commercial courier to deliver the goods to the Delivery Location (the cost of which service shall be added to the invoice for the Goods); or

(c) in all other cases, advise you that Goods are ready for collection (in which case you shall, within five (5) Business Days of such notification, collect the Goods from Our Location).

4.2 Delivery of the Goods shall be completed:

(a) where we provide the Delivery Services and we unload the Goods at the Delivery Location, immediately after the completion of unloading the Goods; or

(b) where we provide the Delivery Services and you or any of your Personnel unloads the Goods at the Delivery Location, immediately prior to the unloading the of the Goods; or

(c) in all other cases, on the completion of unloading of the Goods (or completion of collection in the case of Parts only) at Our Location.

4.3 Any dates quoted for delivery of the Goods are approximate only, and time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.4 If we provide Delivery Services and fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, your failure to provide us with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.5 If you fail to accept or collect the Goods in accordance with clause 4.1(c), then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our 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 fifth Business Day following the day on which we have notified you that the Goods were ready; and

(b)  we shall store the Goods until delivery takes place, and charge you for all related costs and expenses (including insurance).

4.6 If you have not taken or accepted (as the case may be) delivery of the Goods within twenty Business Days after we notified you that the Goods were ready for delivery, we may resell or otherwise dispose of part or all of the Goods.

4.7 We may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate contract. Any delay in delivery or defect in an installment shall not entitle you to cancel any other installment.

4.8 High-Value and Special-Order Goods Ordered via the Supplier’s Website

4.8.1 Where the Customer places an Order via HRN’s website for non-stock, special-order, high-value, glass, electrical or hydraulic Goods which are not held in stock and which HRN is required to order, procure or allocate from third-party suppliers specifically to meet the Customer’s requirements, such Goods shall be treated as special-order Goods.

4.8.2 Once HRN has, in reliance on the Customer’s Order, placed an order with a third-party supplier or otherwise committed to the procurement of such Goods, the Customer acknowledges that the Order may not be capable of being cancelled without cost.

4.8.3 If, after HRN has taken the steps described in clause 4.7.2:

(a) the Customer seeks to cancel the Order; or
(b) the Customer fails to collect the Goods within seven (7) Business Days of being notified that the Goods are ready for collection,

HRN may treat the Contract as cancelled in respect of those Goods.

4.8.4 In the event of cancellation under clause 4.7.3, HRN shall be entitled to retain a restocking charge equal to 40% of the total price of the affected Goods. This restocking charge represents a genuine pre-estimate of HRN’s losses and costs, including (without limitation) third-party supplier commitments, procurement costs, administration, handling, storage and resale costs.

4.8.5 Any refund due to the Customer following cancellation shall be limited to the remaining 60% of the price paid for the affected Goods and shall be processed within a reasonable period.

4.8.6 Nothing in this clause 4.7 shall affect the Customer’s statutory rights, including rights under the Consumer Rights Act 2015, where applicable.

4.9 Save for where we have agreed to supply the Delivery Services, you shall indemnify us in respect of any loss or damage to our equipment/tools and/or the Goods while in transit to or from Our Location.

  1. TITLE AND RISK

5.1 Risk in the Goods shall pass to you on completion of delivery, in accordance with clause 4.2.

5.2 Title to the Goods shall not pass to you until we receive payment in full (in cash or cleared funds) for the Goods and, if applicable, the Services.

5.3 Until you have received title to the Goods in accordance with clause 5.2, you shall:

(a)  store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;

(b)  not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c)   maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery; and

(d)  notify us immediately if you become subject to any of the events listed in clause 15.2(b) to clause 15.2(m).

5.4 If you become subject to any of the events listed in clause 15.2(b) to clause 15.2(m) before receiving title to the Goods, then, without limiting any other right or remedy we may have:

(a)  your right to resell the Goods or use them whether in the ordinary course of your business ceases immediately; and

(b)  we may at any time:

(i)    require you to deliver up all Goods in your possession which have not been resold, or irrevocably incorporated into another product; and

(ii)   if you fail to do so promptly, enter your premises, or the premises of any third party, where the Goods are stored in order to recover them.

  1. PART EXCHANGE GOODS

6.1 We may at our sole discretion accept any machinery, equipment or vehicle offered by you in part exchange for the Goods (“Part Exchange Goods”).

6.2 The price for any Part Exchange Goods shall be set in the Order (if accepted by us).

6.3 Where an Order consists of any Part Exchange Goods, you warrant to us that you have:

(a)  full legal and beneficial title to the Part Exchange Goods; or

(b)  have informed us as to the ownership of the Part Exchange Goods and have settled all outstanding finance if any on it.

6.4 Any offer by you to sell Part Exchange Goods to us shall be included within the Order, and shall only be deemed to be accepted when we issue written acceptance of the offer to you.

6.5 You shall deliver any Part Exchange Goods (together with any registration documents, current MOT certificate, service books, manuals, and spare keys) to us at Our Location prior to the delivery of the Goods by us in accordance with clause 4. If we agree to collect the Part Exchange Goods from you, delivery of the Part Exchange Goods shall be completed on the completion of loading of the Part Exchange Goods at your premises or such other location as may be agreed prior to delivery.

6.6 Upon delivery to us in accordance with clause 6.5 title and risk in the Part Exchange Goods shall pass to us.

6.7 We shall have the right to inspect, test and take photographs of the Part Exchange Goods:

(a)  at any time prior to the Commencement Date (the “Initial Examination”); and

(b)  immediately prior to delivery of the Part Exchange Goods (the “Re-examination”).

6.8 You shall provide us will full access to complete the Initial Examination and the Re-examination.

6.9 You shall deliver the Part Exchange Goods to us (in accordance with clause 6.5) in the same condition as the Part Exchange Goods were in at the date of the Initial Examination, subject only to fair wear and tear and reasonable increase in mileage (in the case of a vehicle).

6.10 You warrant to us that, at the time of delivery (in accordance with clause 6.5), all Part Exchange Goods shall not be subject to any hire purchase agreement, leasing agreement, loan or any other charge or encumbrance.

6.11 If you fail to satisfy any of the conditions set out in this clause 6, we shall have the right to reject the Part Exchange Goods and, by giving you notice at any time before delivery of the Goods, increase the price of the Goods to the price set out in our price list (which can be provided upon request) in force as at the date of delivery.

  1. SUPPLY OF SERVICES

7.1 We shall provide the Services to you in accordance with the Order in all material respects.

7.2 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.

  1. YOUR OBLIGATIONS

8.1 You shall:

(a)  ensure that the terms of the Order and (if submitted by you) the Specification are complete and accurate;

(b)  provide us with such information and materials as we may reasonably require to supply the Goods and/or Services, and ensure that such information is accurate in all material respects;

(c)   co-operate with us in all matters relating to the Goods and/or Services; and

(d)  keep and maintain all of our materials, equipment, documents and other property (“Our Materials”) at your premises in safe custody at your own risk, as well as maintain these in good condition until returned to us, and not dispose of them other than in accordance with our written instructions or authorisation.

8.2 If we are prevented or delayed from performing any of our obligations under the Contract by any act or omission or failure by you to perform any relevant obligation (“Default”):

(a)  we shall, without limiting any of our other rights or remedies, have the right to suspend performance of the Services until you remedy the Default, and shall be entitled to rely on the Default to relieve us from the performance of any of our obligations to the extent the Default prevents or delays us from performing them;

(b)  we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 8.2; and

(c)   you shall reimburse us on written demand for any costs or losses sustained or incurred by you arising directly or indirectly from the Default.

  1. CHARGES AND PAYMENT

9.1 The price for the Goods and/or Services shall be the price set out in the Order (if accepted by us). Unless otherwise agreed the price of the Goods is exclusive of costs and charges of packaging, insurance and transport of the Goods.

9.2 In the case of online sales via our website, the prices of the Goods and/or Services will be as quoted on our site at the time you submit your Order. We take all reasonable care to ensure that the prices of Goods and/or Services are correct at the time the relevant information was entered onto the system. If we discover an error in the price of the Goods and/or Services you have ordered we will contact you to inform you of this error and we will give you the option of continuing with the purchase of the Goods and/or Services at the correct price or cancelling your Order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details you provided during the Order process, we will treat the Order as cancelled and notify you in writing. If we mistakenly accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and/or Services and refund you any sums you have paid.

9.3 We reserve the right to:

(a)  increase the price of the Goods, by giving you notice at any time before delivery, to reflect any increase in the cost of the Goods to us that is due to:

(i)    any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(ii)   any request by you to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(iii) any delay caused by your instructions in respect of the Goods or you having failed to give us adequate or accurate information or instructions in respect of the Goods.

9.4 We may, at our sole discretion, offer credit to you to pay the price for the Goods. Any offer of credit shall be subject to us having carried out a credit check against you or otherwise having obtained satisfactory evidence of your financial standing.

9.5 Where, in accordance with clause 9.4, we offer credit to you or where you hold an Account with us, we shall invoice you for the Goods on or at any time after the completion of delivery of the Goods. You shall pay each invoice issued by us (including all applicable costs):

(a)  within 28 days of the date of the invoice; and

(b)  either in full and in cleared funds to a bank account nominated in writing by us or by cheque, and time for payment shall be of the essence of the Contract.

9.6 Where an offer of credit, in accordance with clause 9.4, has not been made or where you do not hold an Account with us, we may invoice you for the Goods at any time prior to the completion of delivery of the Goods. You shall pay each invoice issued by us (including all applicable costs):

(a)  prior to delivery; and

(b)  either in full and in cleared funds to a bank account nominated in writing by us or by cheque, and time for payment shall be of the essence of the Contract.

9.7 In respect of Services, we shall invoice you on or at any time after completion of the services. You shall pay each invoice issued by us:

(a)  within 28 days of the date of the invoice; and

(b)  either in full and in cleared funds to a bank account nominated in writing by us or by cheque, and time for payment shall be of the essence of the Contract.

All amounts payable by you 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 us, you shall, on receipt of a valid VAT invoice, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services in accordance with clauses 9.5 to 9.7 (inclusive) above.

9.8 If you fail to make any payment due to us under the Contract by the due date for payment, then:

(a)  we reserve the right, without prior notice, to engage agents on our behalf to collect the outstanding payment and where we do so, you agree that you will pay to us an amount equal to the full amount of all fees and disbursements that we are charged to us by these agents forthwith upon receipt by you of a VAT invoice from us in respect of those fees and disbursements and if such sums are not paid within 7 days of receipt of such invoice they shall carry interest in accordance with clause 9.8(b); and

(b)  you shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount whether before or after judgment. You shall pay the interest together with the overdue amount. This is in accordance with our right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9.9 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limitation of any rights or remedies, set off any amount owed by you against any amount payable by us to you.

  1. EXPORT

10.1 Where the Goods are supplied for Export, the provisions of this clause

10 shall (subject to any special terms agreed in writing) apply notwithstanding any other provision of these Conditions.

10.2 Delivery of Goods supplied for Export shall be completed, in all cases, on the completion of loading the Goods at Our Location (or collection by you at Our Location in the case of Parts only).

10.3 We may invoice you for the Goods supplied for Export at any time prior to the completion of delivery of the Goods. You shall pay each invoice issued by us (including all applicable costs):

(a)  prior to delivery;

(b)  either in full and in cleared funds to a bank account nominated in writing by us or by cheque, and time for payment shall be of the essence of the Contract; and

(c)   in pounds sterling.

10.4 The risk in the Goods supplied for Export shall, in all cases, pass to you on completion of delivery at Our Location in accordance with clause 10.2.

10.5 You shall, in all cases, be responsible for insuring the Goods supplied for Export from the time of delivery at Our Location.

10.6 You shall be responsible (at your own cost) for: (a) complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them;

(b) obtaining and maintaining all consent, authorisations, approvals, permits and licences required to import the Goods into the country of destination; and (c) arranging for testing and inspection of the Goods at Our Location before delivery. We shall have no liability for any claim in respect of any defect in the Goods which would be apparent on testing and/or inspection of the Goods after delivery or in respect of any damage to the Goods during transit.

  1. INTELLECTUAL PROPERTY RIGHTS

11.1 All Intellectual Property Rights in or arising out of or in connection with the Goods and Services shall be owned by us.

11.2 All Our Materials are exclusively owned by us.

  1. CONFIDENTIALITY

A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its goods and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 12 shall survive termination of the Contract.

  1. DATA PROTECTION

13.1 Where you provide us with your personal data (e.g., name, contact information, and account details), we are an independent Controller in terms of Data Protection Legislation.

13.2 We will process your personal data in accordance with Data Protection Legislation for the purpose of providing you with the Goods and/or Services (as applicable), performing our obligations under these Conditions and for any other purpose as set out in our Privacy Policy.

13.3 For the purposes of Data Protection Legislation, you are also an independent Controller. It is your responsibility to ensure that when you share an individual’s personal data with us it is fair and lawful to do so and that such sharing for the purposes set out in clause 13.2 complies generally with the requirements of Data Protection Legislation.

  1. LIMITATION OF LIABILITY

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

14.1 Nothing in these Conditions shall limit or exclude our liability for:

(a)  death or personal injury caused by our negligence, or the negligence of any of our employees, agents or subcontractors;

(b)  fraud or fraudulent misrepresentation;

(c)   breach of the terms implied by section 11B 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.

14.2 Subject to clause 14.1:

(a)  we shall under no circumstances whatever be liable to you, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b)  our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total value of the Contract.

14.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 11C, 11D and 11E of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

14.4 This clause 14 shall survive termination of the Contract.

  1. TERMINATION

15.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party not less than one months’ written notice .

15.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a)  the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within ten (10) Business Days after receipt of notice in writing to do so;

(b)  the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c)   the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d)  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

(e)  the other party (being an individual) is the subject of a bankruptcy petition or order;

(f)    a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(g)   an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

(h) the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i)    a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j)    any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2(b) to clause 15.2(i) (inclusive);

(k)   the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;

(l)    the other party’s financial position deteriorates to such an extent that in our opinion your ability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or

(m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

15.3 We may, without limitation of any of our rights or remedies, terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.

15.4 We may, without limitation of any rights or remedies, suspend the supply of Services or all further deliveries of Goods under the Contract in the event you fail to pay any amount due under this Contract on the due date for payment, or you become subject to any of the events listed in clause 15.2(b) to clause 15.2(m), or we reasonably believe that you are about to become subject to any of them.

15.5 On termination of the Contract for any reason:

(a)  you shall immediately pay to us all of our outstanding unpaid invoices and interest;

(b)  accrued rights and remedies at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(c)   clauses which expressly or by implication have effect after termination shall continue in full force and effect.

  1. FORCE MAJEURE

16.1 We shall not be liable to you as a result of any delay or failure to perform our obligations under this Contract as a result of a Force Majeure Event.

16.2 If the Force Majeure Event prevents us from providing any of the Goods and/or Services for more than four weeks, we shall, without limiting our other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.

  1. ASSIGNATION AND OTHER DEALING

17.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party.

17.2 You shall not, without our prior written consent, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of your rights or obligations under the Contract.

  1. NOTICES

18.1 Any notice or other communication given under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.

18.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 18.1; 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; if delivered by commercial courier, on the date and at the time

that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

18.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

  1. SEVERANCE

19.1 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.

19.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

  1. WAIVER

A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by either party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  1. NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between us, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other in any way.

  1. THIRD PARTIES

The Contract is between us and no other person shall have any right to enforce or rely on its terms, nor will the consent of any third party be required in order to end the Contract or make any changes to its terms.

  1. VARIATION

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by us.

  1. GOVERNING LAW

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland.

  1. JURISDICTION

Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

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