CONDITIONS OF BUSINESS - Revised May 2016

1. GENERAL
(i) In these terms and conditions “Seller” means Kingstone (Sco) Ltd., “Goods” means the goods or services specified overleaf, “Buyer” means the purchaser of the Goods.
(ii) Unless otherwise agreed in writing all the Seller’s quotations and contracts and all deliveries of goods are subject to the Conditions set out below and on the face of this document and orders will be fulfilled only upon and subject to these conditions. No amendments or modifications to these conditions and’ in particular, no terms or conditions of purchase of the Buyer shall form part of the contract unless expressly agreed to in writing by the Company.
(iii) Any concession or waiver made by the Seller at any time shall not prejudice the exercise of its rights hereunder.
(iv) The Buyer is deemed to have satisfied himself that the Goods are suitable for the purpose and capable of performing the function and use to which it is intended to put them. Accordingly the Seller as to the fitness or suitability of the Goods gives no warranty or representation for any particular purpose.
(v) The Seller reserves the right to correct any clerical errors made by its employees at any time.
(vi) Each of the clauses of these terms and conditions and every part hereof shall be separate and severable to the extent that if one clause or one part thereof shall be unenforceable the other clauses and other parts of the clause respectively shall be effective.
(vii) Each delivery of Goods under this contract shall be deemed to constitute a separate contract to which the terms and conditions hereof shall apply, provided that these terms and conditions shall be subject to and shall in no way affect the Seller’s rights under clauses 5, 10 and 11 below to suspend or terminate the whole contract in the circumstances there mentioned.

2. PRICES/CHARGES
(i) Unless otherwise stated on the face of the quotation/delivery docket, all prices are as delivered to the Buyer’s site exclusive of VAT duties or other Government taxes.
(ii) The prices quoted on the face hereof are based on the current price of materials, labour, transport and other prime costs. In the event of any increase in any such costs prior to delivery the Company reserves the right to increase its price by an amount related to the increase in such costs.
(iii) The Company reserves the right to make additional charges for Goods supplied outside normal working hours, i.e. 7:00 to 16:30 Monday to Friday and any delay beyond an acceptable discharge time for the vehicle.

3. PAYMENT TERMS
(i) Where the Buyer has an approved account with the Company invoices will be submitted and are payable within 30 days of the date of invoice.
(ii) The Buyer shall not be entitled to withhold or set off payments for any reason.
(iii) The Seller shall be entitled to charge interest at a rate of 4% above base rate per calendar month on the day to day outstanding unpaid balance.
(iv) Where the Buyer does not have an approved account with the Company, terms are cash with order before manufacture or order placed through an agreed Builders Merchant.

4. DELIVERY
(i) Each delivery shall be made in accordance with instructions given by the Buyer or its daily representative. Such instructions may be verbal or in writing but, if verbal, the Buyer shall accept full responsibility for such instructions provided that the Company acts reasonably.
(ii) Save as aforesaid, deliveries shall be made to the nearest accessible point to the works as determined by the driver or and employee of the Company. An employee or agent of the Buyer shall accept delivery and sign the delivery note.
(iii) Claims for damages or shortages must be made verbally as soon as reasonably practicable and confirmed in writing within three working days. Signing the ticket as “Goods received unchecked” will nullify any subsequent claim unless made within that time. If the Buyer shall fail to give notice accordingly the Goods shall be deemed to be in all respects in accordance with contract and, without prejudice to earlier acceptance by the Buyer, it shall be bound to accept and pay for the same accordingly.
(iv) Any time and dates quoted for delivery are approximate only and are not guaranteed, and the Seller shall not be liable for any delay in delivery of Goods howsoever caused. Any time or date for delivery shall not be of the essence unless previously agreed by the Seller in writing.
(v) In the event of a valid claim for non-delivery, loss, damage or non-compliance with the contract, the Seller undertakes at its option either to reprocess or replace the Goods at its expense, or alternatively refund any of the contract price paid, but shall not be under any further or other liability to any person in connection with such a claim.
(vi) If for any reason the Buyer is unable to accept delivery of the Goods at any time when the Goods are due and ready for delivery, the Seller may at its sole discretion and without prejudice to its other rights store the Goods at the risk of the Buyer and take all reasonable steps to safeguard them at the cost of the Buyer provided that the Buyer shall be informed thereof immediately.
(vii) The Seller shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide, and express provisions as to instalments in the contract shall be in addition to and not in derogation of this right.
(viii) Where delivery is to be made by instalments the Seller shall be entitled to invoice each instalment as and when delivery thereof has been made and payments shall be due in respect of each instalment whereof delivery has been made notwithstanding non-delivery other instalments or any default on the part of the Seller.

5. SUSPENSION OF DELIVERIES
The Company reserves the right to suspend deliveries without involving any responsibility upon the Company during delays caused by circumstances beyond the control of the Company and/or its suppliers or if accounts rendered by the Company to the buyer are overdue for payment.

6. LIMITATION OF LIABILITY
(A) The Company’s liability in respect of any apparent defect (including failure to comply with the specifications) is limited to the cost of the removal and replacement, provided that: -
The Company has been given an opportunity of investigating any alleged defect and site practices and of making representations as to any remedial action to be taken.
(B) Save as aforesaid, the company will not accept any liability whatsoever in respect of a delivery unless the Buyer has notified the Company in writing of a complaint within 7 days of the time of delivery. This includes short deliveries.
(C) Where the Buyer does not act in accordance with the sub-paragraphs (A) and (B) above, any claim or right in respect of any such defects or delivery error shall be deemed to have been waived and to be absolutely barred. The Company shall not be liable in any circumstances for indirect or consequential damage or loss in relation to any defect or delivery error or breach of contract.

7. PASSING OF RISK AND TITLE
(i) The risk in the Goods shall pass to the Buyer when the Seller delivers the Goods, save when condition 4.(vi) applies.
(ii) The Goods shall remain the property of the Seller until all sums due from the Buyer to the Seller for this contract between them has been paid in full. Until such payment the Seller reserves the right to dispose of the Goods and if payment is overdue in whole or part the Seller may (without prejudice to any of its other rights) recover or resell the Goods and may enter upon the Buyer’s premises by its servants or agents for that purpose.
(iii) The Buyer shall if so required by the Seller store the goods in such a way that they may be readily identified as the property of the Seller.
(iv) If the Goods are sold by the buyer to a third party before payment in full of all sums due from the Buyer to the Seller has been made in accordance with subclause (ii) hereof then all rights of the Buyer against the third party in respect thereof shall be deemed to be assigned to the Seller.

8. STORAGE
The Buyer shall be solely responsible for providing safe and suitable storage for the Goods and will indemnify the Seller against any damages, claims, expenses or other costs which may arise as a result of the buyer’s failure to observe such a condition.

9. INSTALMENTS
For the purpose of these conditions each delivery is treated as a separate contract.

10. BREACH
If the Buyer: -
(i) makes default in or commits any breach of his obligations to the Seller hereunder, or
(ii) commits an act of bankruptcy, becomes apparently insolvent, makes an arrangement or composition with creditors or (being a company) has had convened a creditors’ meeting, has a receiver, administrator or liquidator appointed or a resolution has been passed or a petition presented to any court for winding up of the Buyer or any proceedings have commenced relating to the insolvency or possible insolvency of the Buyer, or
(iii) causes or threatens to cease to trade or if serious doubt arises as to the Buyer’s solvency then in any such case the Seller shall immediately become entitled (without prejudice to its other claims and rights under this contract) to suspend further performance of this contract (for such a time not exceeding 6 months) and to treat the contract as wrongfully repudiated by the Buyer and forthwith terminate the contract. The Seller will notify the Buyer of the exercise of its option to this right within a reasonable time of becoming aware of such facts.

11. FORCE MAJEURE
If events beyond the Seller’s reasonable control prevent the Seller from performing its obligations hereunder the Seller may without liability cancel this contract.

12. ORIGINAL WORK
Where the Seller carries out original work, the Goods are submitted in confidence and unless otherwise agreed in writing the copyright and other commercial rights in them still remain the Seller’s property.

13. JURISDICTION
The laws of Scotland shall govern this contract and the parties hereto submit themselves to the non-exclusive jurisdiction of Glasgow Sheriff Court or the Court of Session, Edinburgh.