Unless other terms and conditions are expressly accepted by the
Seller by means of a specific written amendment
hereto signed by a Director or Branch Manager of the Seller the contract (“the Contract”)
will be on the terms and
conditions set out below and overleaf (“the Contract Terms”) to the exclusion
of any other terms and conditions
(except those implied in favour of a seller which are not inconsistent with the
Contract Terms) whether or not the same
are endorsed upon, delivered with or referred to in any purchase order or other
document delivered or sent by the
Buyer to the Seller. Any reference overleaf to the Buyer’s order, specification
or like document will not be deemed to
imply that any terms or conditions endorsed upon, delivered with or referred to
in such order, specification or like
document will have effect to the exclusion or amendment of the Contract Terms.
2.1 Delivery of the goods to be supplied under the Contract (“the
Goods”) shall be made by the earlier of:
2.1.1. the Buyer collecting the Goods at the Seller’s premises;
2.1.2. the Seller notifying the Buyer that the Goods are ready for collection;
2.1.3. if an alternative delivery address is agreed by the Seller, by the
Seller delivering the Goods to that
place. Where the Seller agrees to deliver the Goods otherwise than at the
Seller’s premises, the
Seller shall be under no obligation under Section 32(2) of the Sale of Goods
2.2. Any dates quoted for delivery of Goods are indicative only
and the Seller shall not be liable for any delay in
such delivery howsoever caused. Time for delivery shall not be of the essence
of the Contract unless
previously agreed by the Seller in writing. The Seller may deliver Goods in
advance of any quoted delivery
date on giving reasonable notice to the Buyer.
2.3. Where the Goods are to be delivered in bulk, the Seller
shall have the right to deliver up to 10 per cent more
or 10 per cent less than the exact quantity ordered. A pro-rata charge at the
price quoted will be made to
cover any such adjustments.
2.4. Where the Goods are to be delivered in instalments, each
delivery shall constitute a separate contract and
failure by the Seller to deliver any instalments in accordance with these
Conditions or any claim by the Buyer
in respect of any instalments shall not entitle the Buyer to treat the Contract
as a whole as repudiated.
2.5. If the Seller is unable to deliver the Goods (or any
instalment) for any reason beyond the Seller’s reasonable
control, the Seller will be entitled to request that the Buyer sources the
Goods from elsewhere and the Seller
shall have no liability to the Buyer as a consequence..
2.6. If the Buyer fails to give the Seller adequate delivery
instructions or fails to take delivery of the Goods at the
time stated for delivery (otherwise than by reason of any cause beyond the
Buyer’s reasonable control or by
reason of the Seller’s fault) then, without limiting any other right or remedy
available to the Seller, the Seller
2.6.1. store the Goods until actual delivery and charge the Buyer for the
reasonable costs (including
insurance) of storage;
2.6.2. sell the Goods at the best price readily obtainable and (after deducting
all reasonable storage and
selling expenses) account to the Buyer for the excess over the Price or charge
the Buyer for any
shortfall below the Price; or
2.6.3 return the Goods to the supplier/manufacturer and render
the Buyer liable for any handling and
restocking charges which the Seller incurs as a consequence.
3.1. Subject to the Seller’s prior agreement in writing, the
Buyer may, within 28 days of delivery, return unopened
Goods to Seller’s premises provided that Goods have not been discontinued nor
purchased or manufactured
specifically for the Buyer.
3.2. When Goods are returned in accordance with Condition 3.1,
the Buyer must also provide:
3.2.1. Buyer details;
3.2.2. Order or Quotation number;
3.2.3. a description and quantity of the Goods being returned;
3.2.4. reason for the return of the Goods.
3.3. Where Goods are returned under this Condition and subject
to Condition 5.6, Seller will provide credit, less a
20% re-stocking charge to the Buyer’s account.
4.1. No order for Goods submitted by the Buyer shall be deemed
to be accepted by the Seller unless and until
confirmed in writing by the Seller.
4.2. The Buyer shall be responsible to the Seller for ensuring
the accuracy of the terms of any order.
4.3. The quantity, quality and description of the Goods and any
specification for them shall be as set out in any
quotation or order (if accepted by the Seller in writing).
4.4. The Seller reserves the right to make any changes in the
specification of any Goods which are required to
conform with any applicable statutory requirements or, where Goods are to be
supplied to Seller’s
specification, which do not materially affect their quality or performance.
4.5. No order or accepted quotation may be cancelled or varied
by the Buyer except with the Seller’s written
agreement and on terms that the Buyer shall indemnify the Seller in full
against all costs (including the cost of
any labour, plant, tools and materials used) and expenses incurred by the
Seller prior to or as a result of
cancellation. The Buyer shall pay any increased costs arising from a variation
of an order or quotation.
5. GUARANTEE AND EXCLUSION CLAUSES
5.1 Where the Seller is not the manufacturer of the Goods the
Seller will use reasonable endeavours to make
over to the Buyer the benefit of any warranty or guarantee given by the
5.2 In respect of Goods manufactured by the Seller, subject to
the following provisions the Seller warrants that the
Goods will correspond with their specification at the date of delivery and will
be free from defects in material
and workmanship for a maximum period of 12 months from such date.
The warranty contained in this Condition 5.2 will not apply where:
5.2.1. defects arise from fair wear and tear, wilful damage, negligence,
abnormal working conditions, failure
to follow Seller’s instructions (whether oral or in writing), misuse or
alteration or repair of the Goods
without Seller’s approval;
5.2.2. the Price has not been paid in full;
5.2.3. unless otherwise agreed in writing by the Seller, parts, materials or
equipment are not manufactured
by Seller where Condition 5.1 will apply.
5.3. Save where otherwise provided in these Conditions, or where
the Goods are sold to a person dealing as a
consumer (within the meaning of the Unfair Contract Terms Act 1977), all
warranties, terms or other
conditions implied by statute or common law are excluded to the fullest extent
permitted by law and in
particular the Seller does not make any warranty, express or implied, as to the
Goods, materials or other
items supplied under the Contract.
5.4. Where Goods are sold under a consumer transaction (as
defined by the Sale of Goods Act 1979) the Buyer’s
statutory rights are not affected by these Conditions.
5.5. Any claim by the Buyer which is based on any defect in the
quality or condition of the Goods or their failure to
correspond with specification shall (whether or not delivery is refused by the
Buyer) be notified to the Seller
within seven days from the date of delivery or (where the defect or failure was
not apparent on reasonable
inspection) within a reasonable time after discovery of the defect or failure.
If delivery is not refused, and the
Buyer does not notify the Seller accordingly, the Buyer shall not be entitled
to reject the Goods and the Seller
shall have no liability for such defect or failure, and the warranty provided
under this Condition 5 shall not
apply and the Buyer shall be bound to pay the Price as if the Goods had been
delivered in accordance with
5.6. Where a valid claim in respect of any of the Goods which is
based on a defect in the quality or condition of the
Goods or their failure to meet specification is notified to the Seller in
accordance with these Conditions, the
Seller may, at the Seller’s sole discretion, replace the Goods (or the
defective part thereof) free of charge or
refund to the Buyer the Price (or a proportionate part of the Price), in which
case Seller shall have no further
liability to the Buyer.
5.7. Except in respect of death or personal injury caused by the
Seller’s negligence (where such exclusion is
prohibited by law) or as expressly provided for in these Conditions, the Seller
shall not be liable to the Buyer
by reason of any representation (unless fraudulent), 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, punitive or consequential
loss or damage (whether for loss of profit, business or otherwise), costs,
expenses or other claims for
compensation (whether caused by negligence of the Seller, its employees, agents
or otherwise) which relate
to, arise out of or in connection with the Contract or the supply of the Goods
(including any delay in supplying
or any failure to supply the Goods in accordance with the Contract or at all)
or their use or resale by the
5.8. The Seller’s liability under the Contract shall not,
whether based on breach of contract, negligence or
otherwise, exceed an amount equal to the Price.
5.9 The limitations on liability in this Condition 5 shall
survive termination or expiration of the Contract, and to the
extent permitted by law, shall apply whether in contract, delict, or otherwise,
even in the event of the fault,
negligence, strict liability or breach of contract of the party released or
whose liabilities are limited, and shall
extend to the partners, principals, shareholders, directors, officers,
employees and agents of such party and
5.10. The parties represent and warrant to each other that it is
a legal entity duly formed, validly existing under the
laws of its jurisdiction, and has full power and authority to execute, deliver
and perform the Contract and to
carry out the transactions contemplated therein.
6. PROPERTY IN THE GOODS AND RISK
6.1. Risk of damage to or loss of the Goods shall pass to the
6.1.1. where the Goods are delivered to the Buyer at the Seller’s premises, at
the time when the Seller
notifies the Buyer that the Goods are available for collection; or
6.1.2. where the Goods are to be delivered otherwise than at the
Seller’s premises, at the time of delivery or,
if the Buyer wrongfully fails to take delivery of the Goods, the time when the
Seller has tendered
delivery of the Goods.
6.2. Notwithstanding delivery and the passing of risk in the
Goods, or any other provision of the Contract, property
in the Goods shall not pass to the Buyer until the Seller has received in cash
or cleared funds payment in full
of the Price and the price of any other goods sold by the Seller to the Buyer
for which payment is due.
6.3. Until ownership of and title to the Goods has passed to the
Buyer (and provided the Goods are still in
existence and have not been resold) the Seller may, at any time, require the
Goods to be returned failing
which the Seller shall be entitled to enter the Buyer’s premises, or those of
any third party where the Goods
are stored to take possession of the Goods (and the Buyer shall procure such
third party to allow Seller
access) without prejudice to the Buyer’s obligation to make payment for the Goods
and to any other rights
available to the Seller by statute or at common law.
6.4. Until ownership of and title to the Goods has passed to the
Buyer, the Buyer shall hold the Goods as the
Seller’s agent and shall keep the Goods separate from those of the Buyer and
third parties and properly
stored, protected and insured and identified as the Seller’s Goods, until that
time the Buyer shall be entitled to
resell or use the Goods in the ordinary course of its business but shall
account to the Seller for the proceeds
of sale or otherwise of the Goods, whether tangible or intangible, including
insurance proceeds, and shall
keep all such proceeds separate from any monies or property of the Buyer and
third parties and in the case of
tangible proceeds, properly stored, protected and insured.
6.5. Until ownership of and title to the Goods has passed to the
Buyer, the Buyer shall not be entitled to pledge or
in any way charge by way of security for any indebtedness any of the Goods
which remain the property of the
Seller, but if the Buyer does so all monies owing by the Buyer to the Seller
shall (without prejudice to other
right or remedy of the Seller) become immediately due and payable.
7.1. The Buyer shall pay to the Seller the Price and any
additional sums which are agreed between the Seller and
the Buyer for the Goods.
7.2. The Price shall be the Seller’s quoted price or, where no
price has been quoted (or a quoted price is no longer
valid), the price listed in the Seller’s published price list current at the
date of acceptance of the Order. All
prices quoted are valid for 30 days only or until earlier acceptance by the
Buyer, after which time they may be
altered by the Seller without giving notice to the Buyer.
7.3. The Seller reserves the right, by giving notice in writing
to the Buyer at any time before delivery of the Goods,
to increase the Price to reflect any increase in the cost to Seller which is
due to any factor beyond its control
(such as, without limitation, any foreign exchange fluctuation, currency
regulation, alteration of duties,
changes of legislation, significant increase in the costs of labour, materials
or other costs of manufacture, mispricing), 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.
7.4. Our Website contains a large number of Products and it is
possible that, despite our best efforts, some
of the Products listed on the site may be incorrectly priced. We are under no
obligation to provide the
Product to you at the incorrect (lower) price, even after we have sent you an
7.5. Unless otherwise stated by the Seller in writing the Price
is for delivery at the Seller’s premises. Where the
Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the
Buyer shall be liable to pay any
charges for transport, packaging and insurance.
7.6. The Price is exclusive of any applicable VAT, which the
Buyer shall be additionally liable to pay to Seller.
8. CREDIT ACCOUNTS
8.1 Credit accounts (“Credit Accounts”) with the Seller for use
by the Buyer may be opened at the sole discretion
of the Seller.
8.2 Where a Credit Account has been agreed the Seller may in its
absolute discretion set and alter the Buyer’s
credit limit and payment terms and the Seller reserves the right not to deliver
the Goods if the price thereof
increases the amount owed by the Buyer to the Seller beyond the Buyer’s credit
9.1 Where no Credit Account has been agreed by the Seller the
Goods will not be delivered until the Seller is paid
the amount shown on the invoice relating to the Goods.
9.2 Where a Credit Account has been agreed the following
provisions will apply:
9.2.1 Subject to any special terms agreed in writing between the parties, the
Seller may invoice the Buyer
for the Price on or at any time after delivery of the Goods or performance of
the Service, unless the
Goods are to be collected by the Buyer or the Buyer wrongfully fails to take
delivery of the Goods, in
which event the Seller may invoice the Buyer for the Price at any time after
the Seller has notified the
Buyer that the Goods are ready for collection or (as the case may be) the
Seller has tendered delivery
of the Goods.
9.2.2 The Buyer shall pay the Price within 30 days of the end of
the month in which the Seller’s invoice is
dated, and the Seller shall be entitled to recover the Price, notwithstanding
that delivery may not have
taken place and the property in any Goods has not passed to the Buyer. The time
of payment of the
Price shall be of the essence of the Contract. Receipts for payment will be
issued only upon request.
9.2.3. If the Buyer fails to make any payment on any due date
then, without prejudice to any other right or
remedy available to the Seller, the Seller may:
220.127.116.11. suspend or cancel the Contract or any other contract between the
Parties or suspend any
further deliveries to the Buyer;
18.104.22.168. appropriate any payment made by the Buyer to such of the Goods (or
goods or services
supplied under any other contract between the Parties) as the Seller may think
(notwithstanding any purported appropriation by the Buyer); and/or
22.214.171.124. charge the Buyer interest (both before and after any judgment) on any
amount unpaid, at the
lesser of (a) the rate of 4 per cent per annum above Bank of Scotland plc base
rate from time
to time, or (b) the maximum rate allowable by applicable law, until payment in
full is made (a
part of a month being treated as a full month for the purpose of calculating
126.96.36.199 in addition if the buyer defaults on payment the seller
reserves the right to place that matter into the hands of their debt recovery
agents, without prior warning in writing, and shall be entitled to a full
reimbursement of any fees or disbursements paid to the debit recovery agent to
aid the recovery of monies outstanding to the Seller.
9.3 Any payment made by credit card not exceeding a value as
notified at the point of sale will incur a
charge intimated at the point of sale.
10. DESIGN ETC.
10.1 Where the Goods are manufactured in accordance with
information or drawings supplied by the Buyer or to
his design or specification or where standard goods of the Seller are altered
in accordance with the Buyer’s
10.1.1 No guarantee or warranty is given by the Seller as to the
practicability, efficiency, safety or otherwise
of the Goods (this being without prejudice to any other of the Contract Terms).
10.1.2 The Buyer will indemnify and keep the Seller indemnified against all
liability incurred by the Seller as a
result of such goods infringing any patent, registered design, copyright, or
other like protection or the
provision of any statute, statutory instrument or regulation for the time being
10.2 No variation by the Seller in the specification or design
of any Goods shall constitute a breach of contract or
impose upon the Seller any liability whatsoever.
10.3 The Seller shall be under no liability whatsoever to the
Buyer in respect of any loss damage or claim incurred
by or made against the Buyer should any goods supplied by the Seller infringe
any patent registered design
copyright or other like protection or the provisions of any statute statutory
instrument or regulation for the time
being in force.
10.4 Unless otherwise agreed in writing all patterns, drawings,
tools etc., produced by the Seller shall remain the
property of the Seller and must not be used or copied by the Buyer.
11. BROCHURES ETC.
No drawings, descriptive matter, weights, dimensions or shipping
specifications issued by the Seller or
the manufacturer of the Goods, nor the descriptions and illustrations contained
in the Seller’s or
manufacturer’s Website, catalogues, price lists and other advertising matter
shall be deemed to form
part of the Contract nor be regarded as a warranty or representation relating
to the Goods.
12.1 The Seller may cancel the Contract or suspend any further
deliveries under the Contract without any liability to
the Buyer by providing notice in writing to the Buyer if:
12.1.1. the Buyer makes any voluntary arrangement with its creditors, becomes
bankrupt, becomes subject to
an administration order or goes into liquidation (otherwise than for the
purposes of amalgamation or
12.1.2. a receiver is appointed, to any of the property or assets of the Buyer;
12.1.3. the Buyer ceases, or threatens to cease, to carrying on of business; or
12.1.4. the Seller reasonably apprehends that any of the events mentioned above
is about to occur in relation
to the Buyer and notifies the Buyer accordingly.
12.2. If Condition 12.1 applies and 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.
12.3. Termination of this Agreement pursuant to Condition
188.8.131.52 or 12.1 will be without prejudice to any other
claims, rights or remedies of the Seller under the Contract or by law or
equity, including claims for loss or
damage. No termination of the Contract will relieve the parties of any
unfulfilled obligation or liability that was
incurred by such party pursuant to the Contract prior to such termination. All
claims, rights and remedies of
Seller under the Contract or at law or in equity will be cumulative and not
Where the Goods are to be exported to the Buyer and unless the
parties agree otherwise in writing:
13.1 The Buyer shall be responsible for ensuring compliance with
all laws governing the importation of the
Goods into the country of destination and for obtaining any permits, licenses
and other approvals required for
the goods to be lawfully imported to the country of destination.
13.2 The Buyer shall be responsible for arranging the inspection
and (if appropriate) testing of the Goods at
Seller’s premises before shipment.
13.3 The Seller shall have no liability for any claim in respect
of the Goods which would be apparent on
inspection or testing and which is made after shipment, or in respect of any
damage sustained during
13.4. Payment of all amounts due to the Seller shall be in
Pounds Sterling made by irrevocable and
letter of credit opened by the Buyer in favour of Seller.
14. GIFT VOUCHERS
No cash change will be given or offered against gift vouchers.
15.1 The Buyer may not assign the Contract in whole or in part
without the prior consent in writing of the Seller.
15.2 The Seller will be entitled to assign, novate or
sub-contract all of the Contract or any part thereof.
15.3 Failure by the Seller to enforce any of the Contract Terms
will not be construed as a waiver of any of its rights
15.4 The Law of Scotland shall apply to the Contract and parties
agree to submit to the exclusive jurisdiction of the
Scottish Courts in respect of all matters arising from the Contract.
15.5 The legal construction of these clauses shall not be
affected by their headings which are for reference only.
15.6 On purchasing a John Deere product from Macgregor
Industrial Supplies, the Buyers personal data, may be
passed onto John Deere and their respective service providers for the purpose
of marketing products and
services of any kind offered by John Deere from time to time. This may include
the transfer to and
processing of this data for such purpose by John Deere companies located
outside the EEA..
In the foregoing terms and conditions of sale:
“Buyer” means the person either (i) purchasing the Goods from the Seller; or
(ii) who accepts a
from the Seller; or (iii) whose order is accepted by the Seller.
“Seller” means MacGregor Industrial Supplies Limited (registered
number SC173566) and having
their registered office at 15-17 Henderson Road, Inverness IV1 1SN and also
includes any parent company,
subsidiary company or associated company.