CONDITIONS OF SALE

1. Definitions In these Conditions, unless the context otherwise requires: “Buyer” means the person who buys or agrees to buy the goods from the Seller; “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller; “Goods” means the goods and/or services which the Buyer agrees to buy from the Seller; “Price” means the price of the Goods; “Seller” means Merchant City Distributors Limited, a company incorporated in Scotland (Registered Number: SC244434) and having its Registered Office at 8 Glenfield Road, Kelvin Industrial Estate, East Kilbride, G75 0RA.

2. Conditions Applicable 2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchaser order, confirmation of order or similar document. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. 2.2 Catalogues, brochures, sales literature or oral or written representations made by the Seller’s employees are not intended to form part of these Conditions. 2.3 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions and acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

3. Price and Payment 3.1 The Price of the Goods shall be the Seller’s quoted price and it shall be exclusive of VAT, which shall be payable in addition. Unless otherwise stipulated by the Seller, the Price shall be inclusive of carriage, packing and insurance. 3.2 The Seller may at any time before Delivery of the Goods by giving notice to the Buyer increase the Price to reflect any increase in the cost to the Seller which is due to factors beyond the reasonable control of the Seller, including (but without limitation) foreign exchange fluctuations, taxes, the cost of labour, materials and other manufacturing costs, provided that the Buyer may cancel the contract within 7 days of any such notice from the Seller. 3.3 The Buyer will pay the Price in on the due date for payment as set out in the Seller’s invoice and the time for payment shall be of the essence. The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set off or counterclaim which the Buyer may have or allege to have for any reason whatsoever. 3.4 If the Buyer fails to pay the Price (or any part thereof) on the due date for payment then, without prejudice to any of the Seller’s other rights, the Seller may (i) suspend or cancel delivery of the Goods to the Buyer; and/or (ii) appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit; and/or (iii) charge interest on all sums outstanding from the due date for payment until receipt of payment in full from day to day at a rate of 2% above the base rate of The Royal Bank of Scotland plc from time to time, both before as well as after any judgement.

4. The Goods 4.1 The Goods shall be supplied in accordance with the description contained in the Seller’s specification overleaf. The Seller may from time to time make changes to the specification of the Goods without notice to the Buyer which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods. 4.2 All specifications, drawings, samples and information provided by the Seller to the Buyer shall remain the exclusive property of the Seller and shall not be disclosed by the Buyer to any third party without the Seller’s prior written consent. 4.3 All Goods sold in retain packaging may be resold by the Buyer only in the packaging supplied by the Seller and in no case should any trade mark other than those applied by the Seller be marked on or applied in relation to the Goods. No right or licence under any patent, trade mark, copyright or other intellectual property is granted under these Conditions other than the right to use or resell the Goods.

5. Delivery 5.1 Delivery of the Goods shall be made to the address stipulated overleaf. The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery and the Buyer shall be deemed to be responsible for any damage to the Goods occurring during unloading. 5.2 Any date quoted for delivery of the Goods is indicative only and the Seller shall not be liable for any loss or damage whatsoever due to failure by the Seller howsoever caused to deliver the Goods (or any part of them) promptly or at all. 5.3 The Seller may deliver the Goods by separate instalments and the failure of the Seller to deliver any one or more of the said instalments shall not be deemed to constitute or to manifest an intention to abandon the contract in any respect and shall not entitle the Buyer to treat the contract as repudiated. 5.4 The failure or refusal of the Buyer to take delivery of the Goods (or any part thereof) shall entitle the Seller, without prejudice to any of the Seller’s other rights, to (i) without notice suspend further deliveries of the Goods; and/or (ii) store the Goods until actual delivery and charge the Buyer for the cost of storage and insurance and any other incidental costs; and/or (iii) sell the Goods at the best price readily obtainable by the Seller and (after deducting all storage, insurance and other selling expenses) charge the Buyer for any shortfall below the Price.

6. Acceptance of Goods 6.1 The Buyer must carefully examine all Goods immediately on delivery. If any of the Goods are damaged or there are any shortages the Buyer must notify the Seller of the same in writing, providing reasonable detail of the claim within 24 hours of delivery. If the Buyer fails to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage and the Buyer shall be deemed to have accepted the Goods. 6.2 The Goods may be covered for defects in accordance with a manufacturer’s warranty.  Any such claims should accordingly be intimated to the manufacturer direct. The Buyer should seek confirmation from the Seller as to whether such a warranty exists in relation to the Goods. 6.3 On receipt of a valid claim in accordance with clause 6.1 the Seller may (at the Seller’s sole discretion) repair or replace the damaged Goods (or the appropriate part thereof), deliver the missing Goods, or refund the Price (or the appropriate part thereof) and the Seller will have no further liability to the Buyer.

7. Risk and Property 7.1 The Goods shall be at the Buyer’s risk as from delivery and where delivery is to be made at the Seller’s premises the time of delivery shall be deemed to be the time when the Seller notifies the Buyer that the Goods are available for collection.

8. Liability 8.1 The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and/or expenses (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of these Conditions. 8.2 The Seller shall not be liable for any breach of these Conditions arising from circumstances beyond the reasonable control of the Seller, including (but without limitation) any act of God, war, civil disturbance, strike or other industrial action, inclement weather conditions, or compliance with any law or governmental order. 

9. Insolvency of the Buyer 9.1 If the Buyer fails to make payment of the Price or commits any other breach of these Conditions or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangement with its creditors or if any bankruptcy petition is presented against the Buyer or if the Buyer is unable to pay its debts as they fall due or if being a limited company, any resolution or petition to wind up the buyer (other than for the purpose of bona fide amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceeding under foreign law, all sums outstanding in respect of the Goods shall become payable immediately. The Seller may at the Seller’s sole discretion and without prejudice to any of the Seller’s other remedies (i) suspend all future deliveries of the Goods to the Buyer; and/or (ii) terminate the contract without liability on the Seller’s part; and/or (iii) exercise any of its rights pursuant to clause 7.5.

10. Notices 10.1 Any notice under or in connection with these Conditions shall be in writing and shall be served by first class recorded delivery post or by hand to the address of the party set out in these Conditions and in the absence of evidence of earlier receipt, any notice shall be deemed to be duly served if sent by recorded delivery post 3 days after posting and if delivered when left at the relevant address. 11. General 11.1 Headings are for ease of reference only and shall not affect the construction of these Conditions. 11.2 Any provision of these Conditions which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of these Conditions. 11.3 No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under these Conditions shall prejudice its right to do so in the future. 11.4 The Seller may sub-contract all or any part of its rights and obligations under these Conditions without the Buyer’s consent. 11.5 These Conditions shall be governed by the law of Scotland and the parties hereby submit to the exclusive jurisdiction of the Scottish Courts. 11.6 MCD Do not accept retention deductions from any payments