1. In these terms "JIT" Industrial Products Limited a company registered in Scotland (Company No 120965) having its Registered Office at (6 Glasgow Rd, Paisley PA1 3QA), Strathclyde; "the Buyer" means the person, firm or company, named overleaf; "the Goods" means goods specified overleaf; and "the Contract" means the agreement between JIT and the Buyer for the sale of the Goods by JIT to the Buyer concluded by the Acceptance contained overleaf and of which these terms and conditions form part. These are the only terms and conditions upon which JIT will do business with the Buyer and they shall prevail not withstanding any printed or other conditions contained in any purchase order, acceptance of estimate or quotation or other document brought to JIT's notice. No other agreement, representation, promise, undertaken or understanding of any kind unless expressly accepted in writing by JIT shall alter, vary, supersede or operate as a waiver of these terms and conditions.
2. The Contract shall be concluded when JIT send its acceptance in the form set out overleaf (of which these conditions form part) in writing of the Buyer's order. Quotation made by JIT are not binding until the date of such acceptance.
3. delivery dates are approximate only and whilst every effort will be made to meet such dates JIT will not accept responsibility or liability for failure to meet a specified delivery date. Time of delivery shall not be of the essence of the Contract.
4. Without Prejudice to Clause 3, JIT shall not be liable for any delay or failure in the performance of any order caused by any circumstances beyond JIT's control including without limitation, any Act of God, explosion, fire, flood, war, hostilities, accident, delay in delivery or non-delivery by JIT's suppliers, breakdowns or accidents to machinery, labour strike or dispute, order or decree or any court or regulation, legislation, proclamation or action of any government authority, civil commotion, war or any other causes or any circumstances whatsoever beyond JIT's control, and on the occurrence of any of the above events JIT reserves the right to cancel or suspend the whole or part of any delivery.
5. The design or catalogue specifications of any of the Goods ordered by the Buyer may be changed by JIT at any time without the notice.
6. The price to be paid for the goods includes the cost of packaging (other than special packaging which will shall be charged to the Buyer) and delivery within the United Kingdom at normal good rates. The price to be paid for the Goods will be JIT's list price prevailing upon the date upon which the Goods are despatched.
7.1 Payment for the Goods shall be made within (30 days) of the day upon which the Goods are invoiced by JIT.
7.2 JIT shall have the right to claim and be paid interest at the rate of 4 percent annum above Base Rate for the time being of (Royal Bank of Scotland Plc) calculated on a day to day basis on all sums due to JIT and unpaid for the period from the date upon which payment is due until the date upon which payment is made both before and after any judgement but nothing herin shall entitle the Buyer to withhold or delay any payment due to JIT after the date upon which falls due or in any way prejudice or affect JIT's rights in relation to the said non-payment.
7.3 JIT may at any time require the Buyer to make payment in advance of delivery.
7.4 Should the Buyer fail to make payment by the due date or when required the JIT reserves without prejudice to any other right or remedy which it may have to cancel this contract and/or any other contract between the Buyer and JIT and or to suspend delivery until payment shall have been made.
8. In the event of cancellation by the Buyer of any order for goods specially manufactured, adapted or obtained for the Buyer by JIT to the Buyer's individual specifications and not marketed by JIT as standard lines. JIT shall be entitled to make an additional charge for all expenses incurred in preparation for the manufacture or processing of such goods.
9. Where the Goods are tendered by JIT and returned due to causes outside JIT's control. JIT may refuse to accept the return of such goods, or if it does accept them, it shall be entitled to make an additional charge in respect of the cost of transport and double handling necessitated by such return.
10. Where by agreement between JIT and the Buyer delivery of Goods is to be made by instalments, each instalment delivered will be invoiced to the Buyer as if the subject of a separate order and the Buyer shall make payment therefore within the period specified by Clause 7.1 of these terms. Failure by JIT to delivery any one or more such instalments shall not entitle the Buyer to refuse to accept delivery of any other instalment nor shall the Buyer's liabilities to JIT with regard to those instalments be in any way affected.
11.1If the Goods or any part thereof are damaged or lost while in the custody of a carrier or in the course of transit in JIT's own delivery van JIT will, at its sole option, either replace such goods or such part there-of or refund to the Buyer the cost or price of the same, but in no circumstances whatsoever shall the liability of JIT in connection with any such goods or part thereof exceed the cost of replacement of the same or the price paid by the Buyer for the same.
11.2 JIT shall in no circumstances be under any liability under 11.1 above unless the following terms are strictly complied with
(i) in the event of non-delivery of a whole consignment of the Goods the Buyer must notify JIT in writing within (ten) days of the date of the invoice.
(ii) in the event of damage of the Goods or loss of part of a consignment, the consignments must be inspected in the presence of the carrier or its agent or employee. If any of the Goods are damaged or lost the consignment note must be endorsed accordingly and the Buyer must notify JIT within (forty-eight) hours of delivery, such notification to be confirmed by the Buyer in writing within (five) days of delivery.
12. Complaints by the Buyer in respect of any of the Goods which are or are alleged to be defective shall not be a ground for the Buyer to withhold payments or accounts due to JIT from the Buyer and shall not give any right of set-off compensation against payments due from the Buyer to JIT whether under the Contract or by virtue of any other legal obligation upon the Buyer.
13. Unless otherwise expressly agreed in writing, the Goods shall be deemed to correspond with their description if they correspond to any sample which has been produced and examined by the Buyer.
14.1 If any Goods supplied or processed by or on behalf of JIT prove to be defective in material or workmanship JIT undertakes at its option to replace the same or refund to the Buyer the price of the Goods but in no circumstances will liability exceed the cost of replacement or the price paid by the Buyer for the Goods. Damage due to fair wear and tear or due to misuse or mishandling or damage caused as a result of non compliance with statements regarding the suitability of the Goods for a particular purpose or damage due to any other cause, while the Goods are outwith JIT's control or responsibility, will not be paid for or otherwise made good by the JIT.
14.2 The Buyer shall determine the suitability of the Goods for their intended use and shall not rely upon any representation made by or on behalf of JIT. In no circumstances will JIT's liability exceed the limitations set out in Clause 14.1 above.
14.3 Save as provided for in Clause 14.1 above JIT will not be liable for any loss expenditure or damage consequential or otherwise, suffered or incurred by the Buyer or by any third parties, whether arising put of contract or delict, whether in respect of negligence or otherwise, whether arising directly or indirectly from the supply of the Goods by JIT of from their use of from any defect of failure in performance of the Goods or otherwise howsoever caused or occasioned except for death or personal injury resulting from JIT's negligence, and the Buyer shall indemnify JIT against any liability arising from claims made by any third party after the goods have been accepted by the Buyer. Nothing herein contained affects or will affect the statutory rights of the Buyer as defined by the Unfair Contract terms Act 1977.
14.4 All warranties, terms and conditions whatsoever whether express or Implied by statute or common law are to the extent permitted by law excluded.
15.1 Property in the Goods supplied by JIT to the Buyer under the Contract shall pass to the Buyer to JIT of the price of the Goods.
15.2 Risk in the Goods supplied by JIT to the Buyer under the Contract shall pass to the Buyer upon delivery of the Goods to the Buyer or upon return of the Goods in the circumstances provided in this Agreement.
16. In the event of a Receiver being appointed in respect of any of the Buyer's property or assets or any part therof, or of a court order being made or resolution passed for the winding up of the Buyer (except for the purpose of amalgamation or reconstruction) or of the Buyer committing any act of bankruptcy or of there being any bankruptcy petition presented against the Buyer, then JIT shall be at liberty forthwith by notice in writing to the Buyer to cancel the Contract, all orders and any other contracts or any part therof remaining unfulfilled between JIT and the Buyer.
17. Where photographic goods are concerned the dyes used in the goods (as with other dyes) may be subject to change. Therefore the goods shall not be replaced nor will the price therof be refunded because of any change in colour.
18. The Buyer will indemnify JIT any claim for infringement of patents or registered designs or trade marks as a result of JIT carrying put the Buyer's instructions.
19. In placing an order with JIT the Buyer shall be deemed to have purchased the Goods in the course of a business and not for private use.
20. Any notice required or permitted to be given by either party to the other under these terms shall be in writing addressed to that other party, in the case of JIT at its registered office and in the case of the Buyer at its address stated overleaf, or in either case such other address as may be relevant time have been notified pursuant to this provision to the party giving the notice. Any notice sent by post shall be deemed to have been served on the day following that on the day following that on which it was posted, not being a Saturday, Sunday, bank or Public Holiday, and in proving such service it shall be sufficient to show that the Notice was properly addressed and posted.
21. The Contract shall be governed and construed in accordance with the Law of Scotland and the Buyer agrees to submit to the exclusive jurisdiction of the Courts of Scotland in respect therof.