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Machinery Sales Terms & Conditions
1.1 In these Conditions:
‘GOODS’ means the goods (including any instalment of the goods of any parts for them) which SGM is to supply in accordance with these Conditions.
‘SGM’ means the company with which you are contracting i.e. SGM Contracts LLP, or Ryder (UK) Limited.
‘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 SGM and you
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.1 SGM will sell and you will purchase the Goods in accordance with these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions. No variation to these Conditions shall be binding unless agreed in writing between you and a director of SGM and in a form of letter that expressly states that the letter is varying these Conditions.
2.2 SGM’s employees or agents are not authorised to make representations concerning the Goods unless confirmed in writing. In entering into this contract you acknowledge that you are not relying on any such verbal representations.
2.3 Any error or omission in any sales literature, quotations, price list, acceptance of offer, invoice or other document or information issued by SGM will be subject to correction without any liability on SGM’s part.
3.1 No order submitted by you will be deemed to be accepted by SGM unless and until confirmed in writing by them.
3.2 The quantity, quality and description of and any specification for the Good shall be those set out in SGM’s quotation (if accepted by you) or your order (if accepted by SGM).
3.3 No order which has been accepted by SGM may be cancelled by you except with the SGM’s agreement in writing and on terms that you will indemnify, SGM In full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by SGM as a result of cancellation.
4.1 The price of the Goods will be SGM’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in SGM’s published price list current at the date of acceptance of the order. All prices quoted are valid for 7 days only or until earlier acceptance by you, after which time they may be altered by SGM without giving notice to you.
4.2 Except as otherwise stated under the terms of any quotation or in any SGM price list, and unless otherwise agreed in writing between you and SGM, all prices given exclude delivery.
4.3 The price is exclusive of any applicable value applicable value added tax, which will be additionally liable to pay SGM.
5.1 SGM shall be entitled to invoice you for the price for the Goods or at any time after delivery of the Goods.
5.2 You will pay the price of the Goods (less any discount to which you are entitled, but without any other deduction) within 7 days of the date of the SGM’s invoice, and SGM will be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to you. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request. Any request to reissue an invoice in the name of a finance house will be considered by SGM strictly on the basis that the date of the original invoice will dictate the date on which payment is due.
5.3 f you fail to make any payment on the due date then, without prejudice to any other right or remedy available to SGM, SGM will be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to you;
5.3.2 charge you interest (both before and after any judgement) on the amount unpaid, at the rate of 8 per cent per annum above the Bank of Scotland’s base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.1 Delivery of the Goods shall be made by SGM at a time notified to you.
6.2 Any dates quoted for delivery of the Goods are approximate only and SGM will not be liable for any delay in delivery of the Goods however caused. The Goods may be delivered by SGM in advance of the quoted delivery date upon giving reasonable notice to you.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by SGM to deliver any one or more of the instalments in accordance with these Conditions or any claim by you in respect of any one or more instalments shall not entitle you to treat the Contract as a whole repudiated.
6.4 If SGM fails to deliver the Goods (or any instalments) for ay reason other than any cause beyond SGM’s reasonable control or your fault, and SGM is accordingly liable to you. SGM’s liability shall be limited to the excess (if any) of the cost to you (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5 If you fail to take delivery of the Goods or fail to give SGM adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by your fault) then, without prejudice to any other right or remedy available to SGM, SGM may sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract.
7. RISK & TITLE
7.1 Risk of damage to or loss of the Goods shall pass to you:
7.1.1 in the case of Goods to be delivered at SGM’s premises, at the time when SGM notifies you that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at SGM’s premises, at the time of delivery or, if you wrongfully fail to take delivery of the Goods, the time when SGM has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to you until SGM has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by SGM to you for which payment is then due.
7.3 Until such time as the property in the Goods passes to you, you will hold the Goods as SGM’s trustee and agent, and shall keep the Goods separate from your goods and those of third parties and properly stored, protected and insured and identified as SGM’s property, but you will be entitled to use the Goods in the ordinary course of your business.
7.4 Until such time as the property in the Goods passes to you (and provided the Goods are still in existence and have not been resold). SGM will be entitled at any time to require you to deliver up the Goods to them and, if you fail to do so forthwith, to enter upon any of your premises or any third party where the Goods are stored and repossess the Goods.
7.5 You will 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 SGM, but if you do so all moneys owing by you to SGM shall (without prejudice to any other right or remedy of SGM) forthwith become due and payable.
8.1 You will inspect the Equipment on delivery and will notify SGM, in writing, if the Equipment does not conform to the specification set out in the order/quotation with the Equipment within 3 days of delivery. On notification SGM will take the reasonable steps necessary to replace the product or otherwise as appropriate. Payment will remain due as invoiced unless otherwise agreed by SGM. If no such notification is received you will be deemed to have accepted the Equipment as conforming to the specification agreed.
8.2 SGM will pass to you the benefit of any manufacturer’s warranties on the Goods as advised to you on delivery
8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transaction (Restrictions on Statements) Order 1976) your statutory rights are not affected by these Conditions.
8.5 Except in respect of death or personal injury caused by SGM’s negligence, SGM will not be liable to you 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, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether for loss or profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by negligence of SGM, it’s employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by you, and SGM’s entire liability under or in connection with the Supply of their use or resale by you, and SGM’s entire liability under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
9.1 Without prejudice to any other right or remedy available to SGM, SGM will be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to you: if
9.1.1 you make any voluntary arrangement with its creditors or( being individual or firm) becomes bankrupt or (being a company) becomes subject to an administration or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction or
9.1.2 an secured creditor takes possession, or a receiver is appointed, to any of your property or assets: or
9.1.3 you cease, or threaten to cease, to carry on business: or
9.1.4 SGM reasonably apprehends that any of the events mentioned above is about to occur in relation to you and notifies you accordingly.
9.2 In the event of cancellation of the Contract under clause 9.1, 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.
10.1 Any notice required or permitted to be given by either party to 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 SGM of any breach of the Contract by you will be considered as a waiver of any subsequent breech of the same or any other provision.
10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
10.4 SGM is entitled to set off all sums due under this Contract against any sums due by them
10.5 Neither party shall be deemed to be n breach of this Agreement, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under this Agreement, to the extent that the delay or non - performance is due to any circumstances beyond the reasonable control of that party which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.
10.6 The Contract shall be governed by the Laws of Scotland, and you agree to submit to the exclusive jurisdiction of Dunfermline Sheriff Court or the Court of Session, Edinburgh