1. Interpretation

1.1 In these Conditions:

“Acceptance” means the Seller’s acceptance of the Order which, to the exclusion of any other terms and conditions of the Buyer or otherwise, shall be deemed to incorporate the Conditions.

“Buyer” means the third party specified in the Order.

“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. 

“Contract” means the contract for the purchase and sale of the Goods as constituted by the Order and the Acceptance.

“Development Services” means all design, development, prototyping, tooling, sampling, testing, engineering and process development work to be undertaken by the Seller in terms of the Contract.

“Good Industry Practice” means the exercise of the degree of skill and diligence that would reasonably be expected from a skilled and experienced operator engaged in the provision of Goods similar to the Goods.

“Goods” means the goods (including any instalment of the goods) the subject of the Contract.

 “Order” means the purchase order from the Buyer to the Seller.

 “Seller” means Midton Acrylics Limited (SC281107).

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2. Basis of the Sale

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Contract and to the exclusion of any other terms and conditions of the Buyer or otherwise. 

2.2 Any cancellation of the Contract or variation to the Order, these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Seller.

2.3 For the avoidance of any doubt, unless specifically agreed by the Buyer and the Seller, these Conditions shall not apply to the provision by the Seller of any Development Services which will be subject to such separate terms as are provided for in the Acceptance.

3. Orders and Specifications

3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.2 The description of and any specification for the Goods shall be those set out in the Order unless otherwise provided to the contrary in the Acceptance.

3.3 If the Seller provides the Goods (or any part thereof) in accordance with a specification submitted by the Buyer, the Buyer hereby indemnifies the Seller and will keep the Seller indemnified on demand against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with the Goods or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or regulatory requirements of any competent authority of valid jurisdiction or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance. 

3.5 The Seller shall have no responsibility for any failure of the Goods to conform to any specification where the Buyer has failed to identify to the Seller any error in the content, spelling and layout of the Goods at any time prior to the Buyer giving the Seller approval to progress to production of the Goods.  

4. Price of the Goods

4.1 The price of the Goods shall be exclusive of any applicable value added tax (or other such sales tax), which the Buyer shall be additionally liable to pay to the Seller and, unless otherwise agreed, shall be the price stated in the Acceptance.

4.2 The Seller reserves the right, by giving written notice to the Buyer, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

5. Terms of payment

5.1 Unless otherwise specifically provided for in the Acceptance, the Buyer shall make payment of the price for the Goods (without set-off, which right is hereby excluded pursuant to these Conditions) within thirty days of the date of issue of a valid invoice of the Seller in respect of the provision of the Goods.

5.2 The Seller reserves the right to charge statutory interest and recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6. Goods

6.1 Time for delivery of the Goods shall not be of the essence of the Contract unless previously agreed by the Seller in writing.  The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. Responsibility for the costs of delivery shall be as detailed in the Acceptance.

6.2 The Goods shall be manufactured by the Seller in accordance with Good Industry Practice.

6.3 The Seller may suspend work on and/or delivery of the Goods where any payment due by the Buyer to the Seller is overdue.

7. Defects and Liability

7.1 Any claim by the Buyer which is based on any defect in the quality of the Goods shall (whether or not delivery is refused by the Buyer) be notified to the Seller within five (5) working days from the date of delivery of the Goods to the Buyer or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure by the Buyer. If the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject any Goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

7.2 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any warranty or representation or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.

7.3 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control.

8. Risk and Property

8.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer fails to take delivery, the time when the Seller has tendered delivery of the Goods.

8.2 Notwithstanding delivery and passing of risk in the Goods, the title and property in the Goods shall not pass to the Buyer until the Seller has received cleared funds payment in full of the price of the Goods.

9. Insolvency of Buyer

If (a) the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or (b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer or (c) the Buyer ceases, or threatens to cease, to carry on business, then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10. General

10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

10.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provisions.

10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provision of these Conditions and the remainder of the provisions in question shall not be affected.

10.4 The Contract shall be governed by the laws of Scotland and the Buyer agrees to submit to the non-exclusive jurisdiction of the Scottish courts.

10.5 All copyright and other intellectual property rights in any drawings and designs created by the Seller shall be retained by the Seller and all such drawings and designs must not be used in whole or in part without the Seller’s prior written consent.  The Seller reserves the right to make a reasonable charge for use of any drawings and/or design of any layouts, or any cancelled or non-accepted schemes.