Below is a copy of our standard Conditions of Sale:
- 1. In these conditions “Us, We, Our and Ours” means [gawr-juhs]. “The Customer” means the persons, firm, company or organisation commissioning and ordering the Goods. “The Goods” means the items and services provided and sold by [gawr-juhs] to the Customer and listed on our invoices including, but not limited to, any and all designs, graphic images and representations, artwork, photographs and illustrations, proposals, reports, textual material, training courses and courseware documentation originated by us which comprise or are components of the item invoiced.
- 2. The Customer accepts that these conditions shall apply to all legal relations between themselves and [gawr-juhs] to the exclusion of any other terms including any conditions warranties or representations written or oral, expressed or implied, even if contained in any of the Customer’s documents which purport to provide that the Customer’s own terms shall prevail. No variation of these conditions shall be valid unless agreed to in writing and signed by an authorised person on behalf of us and on behalf of the Customer.
- 3. No person employed by [gawr-juhs] nor any sub-contractors or agents of ours have any authority to make or give any representation or warranties
whatsoever whether verbal or written in relation to the Goods. The provision of any quotation or estimate by us does not form part of any
offer or representation by them.
All specifications, drawings, descriptions and catalogues issued by or on behalf of us which purport to represent the Goods are intended merely to give a general description of the Goods and any person reading them may not rely on anything contained therein as being a representation of fact concerning the Goods or a warranty relating thereto whether as to their condition or otherwise.
- 4. The price of the Goods provided by [gawr-juhs] includes one iteration of amendments. Subsequent iterations of amendments to the Goods are liable to additional charges.
- 5. If credit is granted, then, unless otherwise stated on our invoice which will take precedence, the Customer shall pay the full price of the
Goods to [gawr-juhs] within 21 days of the date of the our invoice, which we shall be entitled to render when it is able to deliver the
Goods, even though delivery is in fact delayed through no fault of ours.
If any sums are not paid on the due date, we shall have the right to claim interest on the outstanding sum at a rate of 2% per month from the due date until payment.
- 6. Whilst we shall make every effort to place the Goods at the disposal of the Customer in accordance with any times stated in the Contract, time shall not be of the essence in this regard.
- 7. Until [gawr-juhs] has been paid in full for all Goods supplied by us to the Customer under any Contract whatsoever between the Customer and us, we shall remain the legal and beneficial owner of the Goods, their copyright, if copyright applies to the Goods, and all other rights pertaining or relating to them.
- 8. When [gawr-juhs] has been paid in full for all Goods supplied by us to the Customer under any Contract whatsoever between the Customer and
us, then, unless explicitly otherwise stated in writing by us to the Customer prior to such payment,
- (a) If copyright applies to the Goods, the worldwide copyright of the Goods will be transferred to the Customer from [gawr-juhs];
- (b) If moral rights apply to the Goods, there will be no change in the ownership of the moral rights over the Goods which will remain with [gawr-juhs]. These moral rights include, but are not limited to, all paternity and all integrity rights;
- (c) Notwithstanding 8(a) and 8(b) above, we may, but have no obligation to, negotiate for a consideration the transfer to the Customer of any or all of our retained rights over the Goods.
- 9. Unless any complaints about the quality or quantity of Goods are received by us in writing within seven days of delivery thereof the Customer shall be deemed to have accepted the Goods.
- 10. [gawr-juhs] does not warrant that,
- (a) The Goods are fit for any specific purpose and accepts no liability of any loss, consequential loss or damage suffered by the Customer or any of its subsidiaries, associates or agents as a result of any defect in the design, materials or workmanship of the Goods, or as a result of the actions of its staff in their creation and supply.
- (b) That the use of any Goods by the Customer will not infringe the rights of any other(s) who may have used or registered designs identical to, or of a similar nature to, the Goods.
- 11. The Customer shall indemnify [gawr-juhs] in respect of any loss, injury, expense or claim of whatsoever nature and howsoever arising out of the Contract or the Goods, or their use, save to the extent that the same is caused by the negligence of us, our servants or agents, including our subcontractors.
- 12. [gawr-juhs] shall not be under any liability for any delay or failure in performing our obligations caused by any circumstances beyond our control including, but not limited to, non-availability of staff, strikes, lock-outs or other industrial action affecting [gawr-juhs] or any of its suppliers.
- 13. These conditions shall be governed by the Laws of Scotland.