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Terms and Conditions

Laird Bros Ltd, Lunanhead, Forfar, Angus DD8 3NQ

Terms & Conditions of Sale


1. DEFINITIONS

1.1 For the purpose of this Agreement:-

“Agreement” means the contract between the Company and the Customer consisting of the Order and these Conditions.

“Company” means Laird Brothers (Forfar) Limited, a company registered under the Companies Acts with number SCO36052 and having its registered office at Old Brechin Road, Lunanhead, By Forfar, Angus, DD8 3NG.

“Conditions” means these conditions of sale.

“Customer” means the customer for Goods or Services specified in the Order.

“Delivery Date” means the date upon which Goods or Services are delivered to the Customer pursuant to this Agreement.

“the Goods” means goods to be supplied by the Company to the Customer as set out in the Order.

“Order” means the order form to which these conditions are attached and which expressly incorporates these Conditions.

“the Parties” means the Company and the Customer.

“the Price” means the price for the Goods and/or Services as set out in Clause 3 of the Agreement.

“the Services” means the services (if any) to be supplied by the Company to the Customer as set out in the Order.

1.2 A reference to a party, a clause, a sub-clause or a schedule is a reference to a party hereto, a clause herein or a schedule hereto and a reference to any statute is a reference thereto subject to any statutory modification, extension or re-enactment thereof for the time being in force.

1.3 A reference to the male shall include the female and a reference to the singular shall, where the context so permits or requires, include the plural and vice versa.


2. SCOPE

2.1 This Agreement sets out the terms and conditions that govern the sale by the Company and purchase by the Customer of Goods and/or Services and shall prevail over all other terms and conditions unless such other terms and conditions are specifically agreed in writing and signed by an authorised representative from each of the Parties on a date later than the date of this Agreement. Any terms and conditions appearing in the Customer’s documents shall have no contractual effect and appear only by reason of being printed on the Customer’s stationery.

2.2 The Company reserves the right to correct typographical, stenographic or clerical errors or omissions in any documents (including, without limitation, quotations and invoices) it issues or issued on its behalf.

3. SPECIFICATION

3.1 The Price to be paid for Good and/or Services shall be as specified in the Order.

3.2 The Customer may request variations to an Order (including variations to the specification or quantity or Delivery Date for Goods or Services) at any time prior to the loading of Goods onto vehicles for making delivery. The Company shall consider such requests but, for the avoidance of doubt, no such request shall constitute a binding variation to an Order to be taken to be proof of any variation or have any effect other than at the discretion of the Company. The Company may, at its sole discretion, accept such request subject to the Customer agreeing and accepting in writing any variation in Price considered necessary to implement such request (including, but not limited to, an increase to reflect re-stocking, costs incurred, increases in the price of Goods or Services or otherwise). No variation to an order shall be made, including a change of specification, quantity or delivery date, except on terms satisfactory to the Company and which prevent the Company from incurring any loss.

3.3 In the event that the Customer requests any change in delivery dates, quantities or specifications or in the event that any delay arises from instructions of the Customer or from failure by the Customer to provide the Company with adequate information or instructions, the Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods and/or Services to reflect any resultant increase in cost to the Company.

3.4 Subject to Clause 3.5, no variation to an Order requested by a Customer shall be considered once loading of Goods for delivery pursuant to such Order has commenced.

3.5 The Company may, at any time before the loading of Goods onto vehicles for delivery pursuant to an Order, alter or vary the quantity of such Goods or the Delivery Date for such Goods if, for any reason, the Company is unable to meet the original Order’s quantities or Delivery Date. The Company shall notify the Customer of such change as soon as reasonably possible and, if the Company considers it necessary, provide an appropriate refund or reduction of Price to reflect such change.

4. PAYMENT

4.1 Unless otherwise agreed in writing, the Price payable by the Customer to the Company for the Goods and/or Services shall be exclusive of value added tax (“VAT”) and all other taxes or charges, which shall be payable by the Customer and added to any invoice for Goods and/or Services.

4.2 Unless otherwise agreed in writing, payment shall be made by the Customer in pounds sterling and net within 30 days of invoicing (the “Due Date”).

4.3 Without prejudice to the Company’s rights under Clause 21 of this Agreement, the Company shall be entitled to charge interest on any late payments of any sums due under these Conditions at the rate of 4% above the base rate of the Bank of England plc per annum. The Customer shall not be entitled to withhold payment for the Goods and/or Services or to exercise any rights to set-off, counterclaim, or other deduction for any reason whatsoever.

4.4 Any failure on the part of the Customer to make payment in accordance with the terms of the Agreement shall entitle the Company, at its option, to withhold further deliveries both in respect of this Agreement and/or any other agreement or orders for delivery of any Goods and/or Services to the Customer until such payment has been made in full.

5. END USER

The Customer shall on demand provide to the Company full contact details, including a business name, address and point of contact, of the end user in respect of all Goods and/or Services supplied under this Agreement.


6. DELIVERY

6.1 Unless Clause 6.3 applies, delivery of the Goods and/or Services shall be made as specified in the Order on the Delivery Date or (if not specified) as the Company considers reasonable.

6.2 Delivery times are quoted and established by Company on the basis they are as accurate as possible given the conditions prevailing at the time of quotation. However, all delivery times are confirmed or modified at the time of Order acknowledgement. In no instance does Company guarantee delivery times, nor will Company assume any liability for damages, losses, or expenses resulting from Company’s failure to deliver products within the quoted delivery times. The time of delivery shall not be of the essence.

6.3 Where Goods and Services are being provided under the Agreement, unless distinct delivery dates of both the Goods and Services are set out in the Order for each of such Goods and Services, then delivery of both will be deemed to occur on the earliest date on which either Goods or Services are delivered and the Delivery Date shall be construed accordingly.

6.4 All dates quoted or accepted for dispatch or delivery shall start to run upon receipt by the Company of the Agreement together with all necessary information and drawings to enable the work to proceed.

6.5 The Goods and/or Services may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.

6.6 Where the Goods and/or Services are to be delivered in instalments, any failure or delay by the Company in delivering any one or more of the instalments in accordance with this Agreement, or any claim by the Customer in respect of one or more of the instalments, shall not entitle the Customer to treat the Agreement as repudiated as a whole.

7. Additional Delivery Charges

7.1 Delivery to a UK office address within normal business hours (9.00am to 5.00pm, Monday to Friday, excluding bank and local holidays) is included within the Price. However, additional delivery charges may be incurred as set out in this Clause 7.

7.2 Goods are insured during delivery against third party fire and theft risks only. However, risk in the Goods passes to the Customer upon despatch.

7.3 The Customer must give free, full and necessary access to the delivery site to the extent the person delivering Goods considers practical and necessary. In the event that such access is denied, then an additional charge of £60 per 30 minutes (or part of 30 minutes) calculated from the time of arrival at the delivery site shall be charged.

7.4 In the event that the delivery of Goods is delayed at site, a charge of £60 per thirty minutes (or part of thirty minutes) shall be charged after an initial thirty minutes free standing time, calculated from the time or arrival at the site of destination.

7.5 Where there is a part load, a haulage charge will be added to the Price.


8. TESTING AND ACCEPTANCE

8.1 The Customer shall, upon receipt of any delivery of Goods or Services from the Company, inspect such delivery for shortages or incorrect materials. A claim for an error in delivery must be filed in writing and received by the Company within 24 hours from the time of delivery to the Customer (or, that time on the following business day, where a delivery occurs before a Saturday, Sunday or bank or public holiday). If no report is made in respect of a shortfall in delivery (whether in quality or quantity) then full delivery shall be deemed to have taken place. If no report is made in respect of an over-delivery (whether in terms of quality or quantity) then the Customer shall on demand, at any time, return such over delivery to the Company at the cost of the Customer or, where return is not possible, pay an additional sum based on the Price but pro rated to account for such over delivery.

8.2 No testing or acceptance procedure shall be applied to any Goods or Services supplied to the Customer unless the Customer and the Company agree otherwise in writing and the nature of any such testing is incorporated into order documentation in writing.

 

9. RETURN OF GOODS

No materials may be returned for credit without prior approval from Company. In issuing credits, Company will deduct shipping, restocking and reconditioning expenses from the Customer’s credit

10. NO STORAGE AND NON-DELIVERY

The Customer hereby acknowledges that that Company will not be required to store Goods in the event of non-delivery. Accordingly, in the event that delivery cannot be made on the Delivery Date for reasons attributable to the Customer (including for the purposes of this Clause, a force majeure) then the Customer hereby undertakes to nevertheless pay the Price for such Goods as if they had been delivered on the Delivery Date. In the event of such a failed delivery, title to such Goods shall not pass to the Customer and the Company shall be entitled to dispose of such Goods as the Company may in its absolute discretion decide and the Customer shall not be entitled to a re-delivery or replacement Goods.

11. DESCRIPTION

Whilst reasonable effort is made to ensure the accuracy of all descriptions, specifications, diagrams and other information contained in documentation issued by the Company, such descriptions, diagrams and other information are for information only and do not constitute any representation, warranty or undertaking on the part of the Company unless specifically so agreed by the Company in writing.

12. RISK AND TITLE

12.1 Unless otherwise agreed in writing, risk in the Goods and/or Services shall pass to the Customer on despatch.

12.2 Notwithstanding the passing of risk, title to the Goods and/or Services shall not pass from the Company to the Customer until the Company has received payment in full of the Price.

12.3 Until such time as title to the Goods and/or Services passes to the Customer, the Customer shall, where appropriate, hold the Goods and/or Services as the Company's agent and trustee, and shall keep the Goods and/or Services separate from goods belonging to the Customer and/or third parties, properly stored, protected and insured and identified as the Company's property. The Customer shall under no circumstances resell the Goods and/or Services to any third party nor incorporate them in or commix them with any other products, goods or equipment.

12.4 Until such time as title to the Goods and/or Services passes to the Customer, the Company may at any reasonable time enter upon any of the Customer's premises and remove the Goods and/or Services therefrom and the Customer shall permit the Company reasonable access to the said premises to do so.

12.5 In the event that the Price is not paid by the Due Date, the Company shall at its absolute discretion be at liberty either to recover the Goods and/or Services or commence an action for the price of the Goods and/or Services.

 

13. WARRANTY

13.1 The Company warrants Goods and/or Services supplied to the Customer under this Agreement against defects arising solely from defective materials or workmanship on the part of the Company and subject to the terms of this Clause 13. Save as provided in Clause 13.12 the warranty provided herein is exclusive and in lieu of any other warranty, express or implied, including without limitation any implied warranty of merchantability or fitness for a particular purpose. Accordingly, the terms implied by Sections 13, 14 and 15 of the Sale of Goods Act 1979 and the corresponding provisions of the Supply of Goods and Services Act 1982 (as such Acts may be amended from time to time) are hereby excluded. As such, the Company's sole liability in respect of defective Goods or Services shall be to repair or make good or replace (at the Company’s sole discretion) such Goods or Services where they are defective due to defective materials or workmanship on the part of the Company.

13.2 Save as provided in Clause 13.10, the Customer's exclusive remedy for defective Goods or Services is the warranty given at Clause 13.1. The Company shall be liable for no other damages or losses arising from defective Goods or Services including, but not limited to, consequential or indirect damages or losses arising from the use, installation or operation of defective Goods and/or Services.

13.3 The warranty conferred by Clause 13.1 above shall expire on the date twelve (12) months after the Delivery Date.

13.4 Goods and/or Services which are repaired or made good or replaced under the warranty given at Clause 13.1 shall remain under warranty for a period of time equivalent to the unexpired portion of the warranty period specified in Clause 13.3 existing at the time of notification by the Customer to the Company of the defect which gives rise to the repair or making good or replacement.

13.5 The Company shall have no liability under the warranty given at Clause 13.1 or otherwise to repair or make good defective Goods or Services or in any way compensate the Customer for defective Goods or Services if:-

a) the Customer does not notify the Company of any alleged defect within fourteen (14) days of its appearance, or within fourteen (14) days of the time at which the Customer becomes aware of the facts on which such claim will be based (whichever is the later) or if the Customer does not give the Company the opportunity to examine allegedly defective Goods and/or Services and any relevant records of usage, maintenance and storage maintained by the Customer;

b) the Customer has not ensured that the Goods and/or Services have been stored, fitted and used in accordance with any specifications, instructions or maintenance manuals etc provided by the Company;

c) the defect complained of is caused by, or the Company reasonably suspects is caused by, any type of operation or use outside that for which the Goods and/or Services are reasonably intended;

d) the defect complained of in the Goods and/or Services arising from the use of or reliance upon any drawing, design or specification supplied by the Customer;

e) the Customer has changed, removed or obscured any serial or identification numbers, labels, lettering or other markings which are on the Goods and/or Services at the Delivery Date or the Installation Date (as appropriate);
f) where the defect arises from improper storage of blocks and (where limitation to the generality of the foregoing) including the storage of blocks on an irregular or uneven surface, off of pallets or on any surface not designed to be a load bearing surface; or
g) the warranty in Clause 13.1 does not extend to damage to Goods caused by their use or installation or combination with parts, materials or equipment not manufactured by the Company.

13.6 The warranty given at Clause 13.1 does not extend to normal wear and tear, misuse, accidental damage and/or defects attributable to modification by persons other than authorised employees of the Company or to chemical or stress corrosion.

13.7 The warranty given at Clause 13.1 does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty as is given by the manufacturer to the Company.

13.8 The warranty given at Clause 13.1 may be asserted by the Customer only and not by any third party or other user of the Goods and/or Services.

13.9 The warranty given at Clause 13.1 shall be ineffective in respect of such Goods and/or Services for which the Price has not been paid by the Due Date per Clause 4.1.

13.10 If so advised by the Company, the Customer agrees to return all defective Goods and/or Services or parts thereof along with a statement of the alleged defect to the Company, carriage paid, by the method of transport stipulated by the Company. Where the examination of the said Goods and/or Services or parts thereof finds that the defect is due to the fault of the Company, the Company will pay all charges in connection with return of the Goods and or Services to the Customer which will otherwise be the responsibility of the Customer.

13.11 All reasonable costs incurred by the Company in relation to a “No Fault Found” analysis/examination of Goods and/or Services, including those incurred in relation to the shipment of such Goods and/or Services, shall be fully reimbursed by the Customer to the Company.


13.12 The foregoing provisions of this Clause 13 shall not apply to an Agreement with, or Order placed by, a person whose statutory rights may not be waived or excluded at law, in which case such statutory rights shall apply in substation to all the foregoing provisions of this Clause 13.


14. INDEMNITY

14.1 The Customer hereby indemnifies the Company against all actions, claims, demands, charges and expenses in respect of any infringement or alleged infringement of any right of a third party resulting directly or indirectly from instructions from the Customer to the Company specifying the use by or on behalf of the Company of any material, design, process or other feature required by the Customer in the production of the Goods and/or Services.

15. INTELLECTUAL PROPERTY

15.1 All rights in the design of the Goods and/or Services and all intellectual property existing or coming into existence in relation to the Goods and/or Services are wholly owned by the Company.

15.2 In accepting an order for Goods and/or Services, the Company shall not, by implication or otherwise, be deemed to have granted any rights of use or licence whatsoever in or to any intellectual property relating to the Goods and/or Services to be supplied under the said order.

16. CONFIDENTIALITY

The Agreement, quotation and all material, documents and information issued by the Company in any form in connection therewith shall be confidential and their use and disclosure shall be strictly limited by the Customer to those of its employees having a need to know and the Customer shall under no circumstances disclose any such information to any third party without the prior written consent of the Company.

17. TOOLS

All equipment made by or for the Company, shall, unless otherwise agreed, become and/or remain the property of the Company who may use the same for any purpose whatsoever. Where, for the purpose of the Agreement, such equipment is supplied by the Customer to the Company, the Company shall not be liable for any loss or damage thereto unless such loss or damage is directly attributable to the Company's negligence.

18. LIABILITY

18.1 The Customer shall ensure that the end user of the Goods and/or Services or of products incorporating the Goods and/or Services shall be advised as to the nature of the Goods and/or Services and shall be supplied with all relevant information (including any instruction and manuals and/or safety information) supplied by the Company to the Customer in respect of such Goods and/or Services.

18.2 Subject to any express provisions to the contrary contained in this Agreement, all representations, warranties, guarantees and conditions in relation to the Goods and/or Services, whether express or implied, statutory or otherwise, are hereby excluded and the Company shall not be liable in contract, delict, breach of statutory duty or otherwise for any loss, injury, destruction or damage whatsoever arising in connection with the supply of the Goods and/or Services. The Company does not exclude or limit liability arising in respect of death or personal injury caused by the Company's negligence.

18.3 Except in respect of liability for death or personal injury caused by the Company's negligence, the Company's liability in respect of any claim for loss or damage arising in any way in connection with the Goods and/or Services shall be limited to the sum of two million pounds sterling (£2,000,000).

18.4 The Company accepts no liability whatsoever for any form of consequential or indirect loss or damage including but not limited to any loss of use, profit or contract.

18.5 The Customer acknowledges and agrees that the exclusions and limitations of liability provided for in this clause are reasonable and that, if they had not been included, the Price would have been materially increased.

19. FORCE MAJEURE

19.1 In no event shall Company be liable for any loss, costs, damages or other expenses resulting from failure or delay in delivery due to acts of God, orders bearing priority rating established pursuant to law, differences with workmen, local labour shortages, fire flood or other casualty, government regulations or requirements, shortages or failure of raw materials, supplies, fuel, power, or transportation, breakdown or equipment, or any other causes beyond Company’s control, whether similar or dissimilar to those enumerated (a “Force Majeure”) Company shall have such additional time as may be reasonably necessary to perform its obligations hereunder in the event of the occurrence of any of the events described above. In no event shall Company be liable for any consequential damages or claims for labour resulting from failure or delay in delivery.

19.2 Notwithstanding the provisions of Clause 19.1 above, if the Force Majeure circumstances affecting the Company's performance hereunder continue for a period exceeding ninety (90) calendar days, the Parties shall use their best efforts to agree upon a mutually satisfactory course of action always provided that either party shall at all time after such ninety day period be entitled to terminate the Agreement immediately by notice in writing to the other party.

20. WAIVER

Unless formally agreed in writing, no delay by or failure of the Company in exercising any right under the Agreement shall be construed as a waiver of such right, and waiver by the Company of any breach of any term hereunder by the Customer shall not prevent subsequent enforcement of that term or any other term.

21. TERMINATION

21.1 The Company may terminate or (at its option) suspend the Agreement, either partially or wholly, by written notice to the Customer, if the Customer fails to observe or perform any of its contractual obligations including its obligation to make payment of the Price on the Due Date.

21.2 The Company may terminate the Agreement should the Customer be unable to pay its debts as and when they fall due, and the Agreement shall automatically terminate if the Customer goes into liquidation, whether voluntary or compulsory (except for the purposes of any amalgamation or reconstruction), or has a receiver appointed or makes a compromise or arrangement with its creditors. Any termination shall be without prejudice to any accrued rights and liabilities of the parties under the Agreement.

22. NOTICES

All notices to be given under this Agreement shall be in writing and forwarded by first class prepaid post or telexed or sent by facsimile transmission to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the telex or facsimile transmission or on the day following that on which the notice was posted.

23. AMENDMENT

Any amendment or addition to this Agreement must be in writing and signed by the authorised signatory of both Parties hereto, and executed on a date later than the date of this Agreement.

24. PARAGRAPH HEADINGS

Paragraph headings are for convenience only and shall not affect in any way the interpretation of this Agreement.

25. INVALIDITY OR ILLEGALITY

The invalidity, illegality or unenforceability of any provision or clause herein, in whole or in part, shall not affect the validity or enforceability of the remainder unless such invalidity or unenforceability affects a part of this Agreement of fundamental economic or commercial importance to one of the Parties hereto.

26. LAW

The construction, validity and performance of this Agreement, including the Order, shall be governed in all respects by the laws of Scotland.

 

GDPR Privacy Notice (Customers)

What information do we collect about you?
To allow us to provide you with our services we need to store some personal information from
you. The data collected will be the minimum amount of data required to interact with you and
solely used for trading purposes. This information may include:

- Full name/company name
- Address (and previous addresses)
- Contact names/numbers
- Email addresses
- Bank details

Using your personal information
Laird Group may share your information with credit reference agencies and other companies
for use in credit decisions, for fraud prevention and to pursue debtors. If you provide us with
details of third parties, i.e. trade references, please ensure you have received their consent to
use their details in this way, prior to submitting them to us.
You may also contact us at any time to access, correct, amend or delete information that we
hold about you by emailing your request to dataprotection@laird.co.uk
Who we share your information with and why
Laird Group works with a number of trusted suppliers and businesses in order to provide you
the high quality goods and services for example haulage firms. We will not share your
information for marketing purposes with companies outside of the Laird Group.
How long we keep your information
If we collect your personal information, the length of time we retain it is determined by the
details set our in our data retention policy.

We may need your personal information to establish, bring or defend legal claims. For this
purpose, we may retain your personal information after the date it is no longer needed by us
for any of the purposes listed under ‘Using your personal information’ above. The only
exceptions to this are where:

- the law requires us to hold your personal information for a longer period, or delete it sooner;
- you exercise your right to have the information erased (where it applies) and we do not
need to hold it in connection with any of the reasons permitted or required under the law;
- we bring or defend a legal claim or other proceedings during the period we retain your
personal information, in which case we will retain your personal information until those
proceedings have concluded and no further appeals are possible; or in limited cases,
existing or future law or a court or regulator requires us to keep your personal information for
a longer or shorter period.

What are your rights?
You are entitled to request the following from Laird Group Ltd, there is more information on
these on the Information Commissioners website www.ico.org.uk

Rights What does this mean?
1. Rights to be informed
You have the right to be provided with clear, transparent and
easily understandable information about how we use your
personal data and your rights. This is why we are providing you
with the information in this Privacy Policy.
2. Right of access
You have the right to obtain access to your personal data (if we
are processing it) and certain other information (similar to that
provided in this Privacy Policy). This is so you are aware and can
check that we are using your personal data in accordance with
data protection law.
3. Right to rectification You are entitled to have your personal data corrected if it is
inaccurate or incomplete.
4. Right to erasure
This is also known as ‘the right to be forgotten’ and, in simple
terms, enable you to request the deletion or removal of your
personal data where there is no compelling reason for us to keep
using it. This is not a general right to erasure; there are
exceptions.
5. Right to restrict
processing
You have the right to ‘block’ or supress further use of your
personal data in certain circumstances. When processing is
restricted, we can still store your personal data, but may not use
it further.
6. Right of data portability
You have the right to obtain and reuse your personal data in a
structured, commonly used and machine-readable format in
certain circumstances. In addition, where certain conditions
apply, you have the right to have such information transferred
directly to a third party.
7. Right to object to
processing
You have the right to object to us processing your personal data
for our legitimate business interests or for direct marketing
purposes (including in each case any related profiling).
8. Right to withdraw
consent to processing
If you have given your consent to us to process your personal
data for a particular purpose (for example, direct marketing), you
have the right to withdraw your consent at any time (although if
you do so, it does not mean that any processing of your personal
data up to that point is unlawful).
9. Right to make a
complaint to the data
protection authorities
You have the right to make a complaint to the Information
Commissioner’s Office (ICO) if you are unhappy with how we
have handled your personal data or believe our processing of
your personal data does not comply with data protection law.
How to contact us
For further information on how your information is used, how we maintain the security of your
information, and your rights to access information we hold on you, please contact us at
dataprotection@laird.co.uk

 

J&A Laird Ltd, Lunanhead, Forfar, Angus DD8 3NQ

Terms & Conditions of Sale


1. DEFINITIONS

1.1 For the purpose of this Agreement:-

“Agreement” means the contract between the Company and the Customer consisting of the Order and these Conditions.

“Company” means J & A Laird Limited, a company registered under the Companies Acts with number SC095364 and having its registered office at Old Brechin Road, Lunanhead, By Forfar, Angus, DD8 3NG.

“Conditions” means these conditions of sale.

“Customer” means the customer for Goods or Services specified in the Order.

“Delivery Date” means the date upon which Goods or Services are delivered to the Customer pursuant to this Agreement.

“the Goods” means goods to be supplied by the Company to the Customer as set out in the Order and which may be RMC.

“Order” means the order form to which these conditions are attached and which expressly incorporates these Conditions.

“the Parties” means the Company and the Customer.

“the Price” means the price for the Goods and/or Services as set out in Clause 3 of the Agreement.

“RMC” means ready-mixed concrete.

“the Services” means the services (if any) to be supplied by the Company to the Customer as set out in the Order.

1.2 A reference to a party, a clause, a sub-clause or a schedule is a reference to a party hereto, a clause herein or a schedule hereto and a reference to any statute is a reference thereto subject to any statutory modification, extension or re-enactment thereof for the time being in force.

1.3 A reference to the male shall include the female and a reference to the singular shall, where the context so permits or requires, include the plural and vice versa.

2. SCOPE

2.1 This Agreement sets out the terms and conditions that govern the sale by the Company and purchase by the Customer of Goods and/or Services and shall prevail over all other terms and conditions unless such other terms and conditions are specifically agreed in writing and signed by an authorised representative from each of the Parties on a date later than the date of this Agreement. Any terms and conditions appearing in the Customer’s documents shall have no contractual effect and appear only by reason of being printed on the Customer’s stationery.

2.2 The Company reserves the right to correct typographical, stenographic or clerical errors or omissions in any documents (including, without limitation, quotations and invoices) it issues or issued on its behalf.

3. SPECIFICATION

3.1 The Price to be paid for Good and/or Services shall be as specified in the Order.

3.2 The Customer may request variations to an Order (including variations to the specification or quantity or Delivery Date for Goods or Services) at any time prior to the loading of Goods onto vehicles for making delivery. The Company shall consider such requests but, for the avoidance of doubt, no such request shall constitute a binding variation to an Order to be taken to be proof of any variation or have any effect other than at the discretion of the Company. The Company may, at its sole discretion, accept such request subject to the Customer agreeing and accepting in writing any variation in Price considered necessary to implement such request (including, but not limited to, an increase to reflect re-stocking, costs incurred, increases in the price of Goods or Services or otherwise). No variation to an order shall be made, including a change of specification, quantity or delivery date, except on terms satisfactory to the Company and which prevent the Company from incurring any loss.

3.3 In the event that the Customer requests any change in delivery dates, quantities or specifications or in the event that any delay arises from instructions of the Customer or from failure by the Customer to provide the Company with adequate information or instructions, the Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods and/or Services to reflect any resultant increase in cost to the Company.

3.4 Subject to Clause 3.5, no variation to an Order requested by a Customer shall be considered once loading of Goods for delivery pursuant to such Order has commenced.

3.5 The Company may, at any time before the loading of Goods onto vehicles for delivery pursuant to an Order, alter or vary the quantity of such Goods or the Delivery Date for such Goods if, for any reason, the Company is unable to meet the original Order’s quantities or Delivery Date. The Company shall notify the Customer of such change as soon as reasonably possible and, if the Company considers it necessary, provide an appropriate refund or reduction of Price to reflect such change.

4. PAYMENT

4.1 Unless otherwise agreed in writing, the Price payable by the Customer to the Company for the Goods and/or Services shall be exclusive of value added tax (“VAT”) and all other taxes or charges, which shall be payable by the Customer and added to any invoice for Goods and/or Services.

4.2 Unless otherwise agreed in writing, payment shall be made by the Customer in pounds sterling and net within 30 days of invoicing (the “Due Date”).

4.2 Without prejudice to the Company’s rights under Clause 21 of this Agreement, the Company shall be entitled to charge interest on any late payments of any sums due under these Conditions at the rate of 4% above the base rate of the Bank of England plc per annum. The Customer shall not be entitled to withhold payment for the Goods and/or Services or to exercise any rights to set-off, counterclaim, or other deduction for any reason whatsoever.

4.3 Any failure on the part of the Customer to make payment in accordance with the terms of the Agreement shall entitle the Company, at its option, to withhold further deliveries both in respect of this Agreement and/or any other agreement or orders for delivery of any Goods and/or Services to the Customer until such payment has been made in full.

5. END USER

The Customer shall on demand provide to the Company full contact details, including a business name, address and point of contact, of the end user in respect of all Goods and/or Services supplied under this Agreement.

6. DELIVERY

6.1 Unless Clause 6.3 applies, delivery of the Goods and/or Services shall be made as specified in the Order on the Delivery Date or (if not specified) as the Company considers reasonable.

6.2 Delivery times are quoted and established by Company on the basis they are as accurate as possible given the conditions prevailing at the time of quotation. However, all delivery times are confirmed or modified at the time of Order acknowledgement. In no instance does Company guarantee delivery times, nor will Company assume any liability for damages, losses, or expenses resulting from Company’s failure to deliver products within the quoted delivery times. The time of delivery shall not be of the essence.

6.3 Where Goods and Services are being provided under the Agreement, unless distinct delivery dates of both the Goods and Services are set out in the Order for each of such Goods and Services, then delivery of both will be deemed to occur on the earliest date on which either Goods or Services are delivered and the Delivery Date shall be construed accordingly.

6.4 All dates quoted or accepted for dispatch or delivery shall start to run upon receipt by the Company of the Agreement together with all necessary information and drawings to enable the work to proceed.

6.5 The Goods and/or Services may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.

6.6 Where the Goods and/or Services are to be delivered in instalments, any failure or delay by the Company in delivering any one or more of the instalments in accordance with this Agreement, or any claim by the Customer in respect of one or more of the instalments, shall not entitle the Customer to treat the Agreement as repudiated as a whole.

7. Additional Delivery Charges

7.1 Delivery to a UK office address within normal business hours (9.00am to 5.00pm, Monday to Friday, excluding bank and local holidays) is included within the Price. However, additional delivery charges may be incurred as set out in this Clause 7.

7.2 Goods are insured during delivery against third party fire and theft risks only. However, risk in the Goods passes to the Customer upon despatch.

7.3 The Customer must give free, full and necessary access to the delivery site to the extent the person delivering Goods considers practical and necessary. In the event that such access is denied, then an additional charge of £60 per 30 minutes (or part of 30 minutes) calculated from the time of arrival at the delivery site shall be charged.

7.4 In the event that the delivery of Goods is delayed at site, a charge of £60 per thirty minutes (or part of thirty minutes) shall be charged after an initial thirty minutes free standing time, calculated from the time or arrival at the site of destination.

7.5 An additional £5 per cubic metre of RMC shall be added to the Price where Goods are delivered on a Saturday.

7.6 Where there is a part load, a haulage charge will be added to the Price.

8. TESTING AND ACCEPTANCE

8.1 The Customer shall, upon receipt of any delivery of Goods or Services from the Company, inspect such delivery for shortages or incorrect materials. A claim for an error in delivery must be filed in writing and received by the Company within 24 hours from the time of delivery to the Customer (or, that time on the following business day, where a delivery occurs before a Saturday, Sunday or bank or public holiday). If no report is made in respect of a shortfall in delivery (whether in quality or quantity) then full delivery shall be deemed to have taken place. If no report is made in respect of an over-delivery (whether in terms of quality or quantity) then the Customer shall on demand, at any time, return such over delivery to the Company at the cost of the Customer or, where return is not possible, pay an additional sum based on the Price but pro rated to account for such over delivery.

8.2 No testing or acceptance procedure shall be applied to any Goods or Services supplied to the Customer unless the Customer and the Company agree otherwise in writing and the nature of any such testing is incorporated into order documentation in writing.

9. RETURN OF GOODS

No materials may be returned for credit without prior approval from Company. In issuing credits, Company will deduct shipping, restocking and reconditioning expenses from the Customer’s credit

10. NO STORAGE AND NON-DELIVERY

The Customer hereby acknowledges that Goods, being RMC, are not capable of economic storage. Accordingly, in the event that delivery cannot be made on the Delivery Date for reasons attributable to the Customer (including for the purposes of this Clause, a force majeure) then the Customer hereby undertakes to nevertheless pay the Price for such Goods as if they had been delivered on the Delivery Date. In the event of such a failed delivery, title to such Goods shall not pass to the Customer and the Company shall be entitled to dispose of such Goods as the Company may in its absolute discretion decide and the Customer shall not be entitled to a re-delivery or replacement Goods.

11. DESCRIPTION

Whilst reasonable effort is made to ensure the accuracy of all descriptions, specifications, diagrams and other information contained in documentation issued by the Company, such descriptions, diagrams and other information are for information only and do not constitute any representation, warranty or undertaking on the part of the Company unless specifically so agreed by the Company in writing.

12. RISK AND TITLE

12.1 Unless otherwise agreed in writing, risk in the Goods and/or Services shall pass to the Customer on despatch.

12.2 Notwithstanding the passing of risk, title to the Goods and/or Services shall not pass from the Company to the Customer until the Company has received payment in full of the Price.

12.3 Until such time as title to the Goods and/or Services passes to the Customer, the Customer shall, where appropriate, hold the Goods and/or Services as the Company's agent and trustee, and shall keep the Goods and/or Services separate from goods belonging to the Customer and/or third parties, properly stored, protected and insured and identified as the Company's property. The Customer shall under no circumstances resell the Goods and/or Services to any third party nor incorporate them in or commix them with any other products, goods or equipment.

12.4 Until such time as title to the Goods and/or Services passes to the Customer, the Company may at any reasonable time enter upon any of the Customer's premises and remove the Goods and/or Services therefrom and the Customer shall permit the Company reasonable access to the said premises to do so.

12.5 In the event that the Price is not paid by the Due Date, the Company shall at its absolute discretion be at liberty either to recover the Goods and/or Services or commence an action for the price of the Goods and/or Services.

13. WARRANTY

13.1 The Company warrants Goods and/or Services supplied to the Customer under this Agreement against defects arising solely from defective materials or workmanship on the part of the Company and subject to the terms of this Clause 13. Save as provided in Clause 13.10 the warranty provided herein is exclusive and in lieu of any other warranty, express or implied, including without limitation any implied warranty of merchantability or fitness for a particular purpose. Accordingly, the terms implied by Sections 13, 14 and 15 of the Sale of Goods Act 1979 and the corresponding provisions of the Supply of Goods and Services Act 1982 (as such Acts may be amended from time to time) are hereby excluded. As such, the Company's sole liability in respect of defective Goods or Services shall be to repair or make good or replace (at the Company’s sole discretion) such Goods or Services where they are defective due to defective materials or workmanship on the part of the Company.

13.2 Save as provided in Clause 13.10, the Customer's exclusive remedy for defective Goods or Services is the warranty given at Clause 13.1. The Company shall be liable for no other damages or losses arising from defective Goods or Services including, but not limited to, consequential or indirect damages or losses arising from the use, installation or operation of defective Goods and/or Services.

13.3 The warranty conferred by Clause 13.1 above shall expire on the date twelve (12) months after the Delivery Date.

13.4 Goods and/or Services which are repaired or made good or replaced under the warranty given at Clause 13.1 shall remain under warranty for a period of time equivalent to the unexpired portion of the warranty period specified in Clause 13.3 existing at the time of notification by the Customer to the Company of the defect which gives rise to the repair or making good or replacement.

13.5 The Company shall have no liability under the warranty given at Clause 13.1 or otherwise to repair or make good defective Goods or Services or in any way compensate the Customer for defective Goods or Services if:-

a) the Customer does not notify the Company of any alleged defect within fourteen (14) days of its appearance, or within fourteen (14) days of the time at which the Customer becomes aware of the facts on which such claim will be based (whichever is the later) or if the Customer does not give the Company the opportunity to examine allegedly defective Goods and/or Services and any relevant records of usage, maintenance and storage maintained by the Customer;

b) the Customer has not ensured that the Goods and/or Services have been stored, fitted and used in accordance with any specifications or instructions provided by the Company;

c) the defect is caused by the addition of water to RMC, even where such addition is by the Company, or where such addition is at the Customer’s request or hand;

d) the defect is caused by poor or insufficient curing;

e) the defect arises from the Customer’s specification of Goods or Services;

f) the defect arises from the pouring or use of RMC in inclement weather or otherwise is caused by weather or the environment or the condition of a site;

g) the defect complained of is caused by, or the Company reasonably suspects is caused by, any type of operation or use outside that for which the Goods and/or Services are reasonably intended;

h) the defect complained of in the Goods and/or Services arising from the use of or reliance upon any drawing, design or specification supplied by the Customer;

i) where the defect arises from improper storage of blocks and (where limitation to the generality of the foregoing) including the storage of blocks on an irregular or uneven surface, off of pallets or on any surface not designed to be a load bearing surface; or

j) the warranty in Clause 13.1 does not extend to damage to Goods caused by their use or installation or combination with parts, materials or equipment not manufactured by the Company.

13.6 The warranty given at Clause 13.1 does not extend to normal wear and tear, misuse, accidental damage and/or defects attributable to modification by persons other than authorised employees of the Company or to chemical or stress corrosion.

13.7 The warranty given at Clause 13.1 does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty as is given by the manufacturer to the Company.

13.8 The warranty given at Clause 13.1 may be asserted by the Customer only and not by any third party or other user of the Goods and/or Services.

13.9 The warranty given at Clause 13.1 shall be ineffective in respect of such Goods and/or Services for which the Price has not been paid by the Due Date per Clause 4.1.

13.10 The foregoing provisions of this Clause 13 shall not apply to an Agreement with, or Order placed by, a person whose statutory rights may not be waived or excluded at law, in which case such statutory rights shall apply in substitution to all the foregoing provisions of this Clause 13.

14. INDEMNITY

14.1 The Customer hereby indemnifies the Company against all actions, claims, demands, charges and expenses in respect of any infringement or alleged infringement of any right of a third party resulting directly or indirectly from instructions from the Customer to the Company specifying the use by or on behalf of the Company of any material, design, process or other feature required by the Customer in the production of the Goods and/or Services.

15. INTELLECTUAL PROPERTY

15.1 All rights in the design of the Goods and/or Services and all intellectual property existing or coming into existence in relation to the Goods and/or Services are wholly owned by the Company.

15.2 In accepting an order for Goods and/or Services, the Company shall not, by implication or otherwise, be deemed to have granted any rights of use or licence whatsoever in or to any intellectual property relating to the Goods and/or Services to be supplied under the said order.

16. CONFIDENTIALITY

The Agreement, quotation and all material, documents and information issued by the Company in any form in connection therewith shall be confidential and their use and disclosure shall be strictly limited by the Customer to those of its employees having a need to know and the Customer shall under no circumstances disclose any such information to any third party without the prior written consent of the Company.

17. TOOLS

All equipment made by or for the Company, shall, unless otherwise agreed, become and/or remain the property of the Company who may use the same for any purpose whatsoever. Where, for the purpose of the Agreement, such equipment is supplied by the Customer to the Company, the Company shall not be liable for any loss or damage thereto unless such loss or damage is directly attributable to the Company's negligence.


18. LIABILITY

18.1 The Customer shall ensure that the end user of the Goods and/or Services or of products incorporating the Goods and/or Services shall be advised as to the nature of the Goods and/or Services and shall be supplied with all relevant information (including any instruction and manuals and/or safety information) supplied by the Company to the Customer in respect of such Goods and/or Services.

18.2 Subject to any express provisions to the contrary contained in this Agreement, all representations, warranties, guarantees and conditions in relation to the Goods and/or Services, whether express or implied, statutory or otherwise, are hereby excluded and the Company shall not be liable in contract, delict, breach of statutory duty or otherwise for any loss, injury, destruction or damage whatsoever arising in connection with the supply of the Goods and/or Services. The Company does not exclude or limit liability arising in respect of death or personal injury caused by the Company's negligence.

18.3 Except in respect of liability for death or personal injury caused by the Company's negligence, the Company's liability in respect of any claim for loss or damage arising in any way in connection with the Goods and/or Services shall be limited to the sum of two million pounds sterling (£2,000,000).

18.4 The Company accepts no liability whatsoever for any form of consequential or indirect loss or damage including but not limited to any loss of use, profit or contract.

18.5 The Customer acknowledges and agrees that the exclusions and limitations of liability provided for in this clause are reasonable and that, if they had not been included, the Price would have been materially increased.

19. FORCE MAJEURE

19.1 In no event shall Company be liable for any loss, costs, damages or other expenses resulting from failure or delay in delivery due to acts of God, orders bearing priority rating established pursuant to law, differences with workmen, local labour shortages, fire flood or other casualty, government regulations or requirements, shortages or failure of raw materials, supplies, fuel, power, or transportation, breakdown or equipment, or any other causes beyond Company’s control, whether similar or dissimilar to those enumerated (a “Force Majeure”) Company shall have such additional time as may be reasonably necessary to perform its obligations hereunder in the event of the occurrence of any of the events described above. In no event shall Company be liable for any consequential damages or claims for labour resulting from failure or delay in delivery.

19.2 Notwithstanding the provisions of Clause 19.1 above, if the Force Majeure circumstances affecting the Company's performance hereunder continue for a period exceeding ninety (90) calendar days, the Parties shall use their best efforts to agree upon a mutually satisfactory course of action always provided that either party shall at all time after such ninety day period be entitled to terminate the Agreement immediately by notice in writing to the other party.


20. WAIVER

Unless formally agreed in writing, no delay by or failure of the Company in exercising any right under the Agreement shall be construed as a waiver of such right, and waiver by the Company of any breach of any term hereunder by the Customer shall not prevent subsequent enforcement of that term or any other term.

21. TERMINATION

21.1 The Company may terminate or (at its option) suspend the Agreement, either partially or wholly, by written notice to the Customer, if the Customer fails to observe or perform any of its contractual obligations including its obligation to make payment of the Price on the Due Date.

21.2 The Company may terminate the Agreement should the Customer be unable to pay its debts as and when they fall due, and the Agreement shall automatically terminate if the Customer goes into liquidation, whether voluntary or compulsory (except for the purposes of any amalgamation or reconstruction), or has a receiver appointed or makes a compromise or arrangement with its creditors. Any termination shall be without prejudice to any accrued rights and liabilities of the parties under the Agreement.

22. NOTICES

All notices to be given under this Agreement shall be in writing and forwarded by first class prepaid post or telexed or sent by facsimile transmission to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the telex or facsimile transmission or on the day following that on which the notice was posted.

23. AMENDMENT

Any amendment or addition to this Agreement must be in writing and signed by the authorised signatory of both Parties hereto, and executed on a date later than the date of this Agreement.

24. PARAGRAPH HEADINGS

Paragraph headings are for convenience only and shall not affect in any way the interpretation of this Agreement.

25. INVALIDITY OR ILLEGALITY

The invalidity, illegality or unenforceability of any provision or clause herein, in whole or in part, shall not affect the validity or enforceability of the remainder unless such invalidity or unenforceability affects a part of this Agreement of fundamental economic or commercial importance to one of the Parties hereto.

26. LAW

The construction, validity and performance of this Agreement, including the Order, shall be governed in all respects by the laws of Scotland.