Terms and Conditions of Sale

THISTLE STORAGE EQUIPMENT LTD – CONDITIONS OF SALE

1. GENERAL

Definitions

“Company” means Thistle Storage Equipment Limited (SC180076) whose registered office is at 2 Deerdykes Court North, Cumbernauld, Glasgow G68 9FL or such subsidiary or associated company of Thistle Storage Equipment as may be responsible for the supply of goods and services.

“Conditions” means the terms and conditions set out in this document.

“Contract” means the contract between the Company and the Purchaser for the sale and purchase of the Goods and the supply of the Services comprising of the Order, any Specification, drawings and other documents referred to in the Order and these Conditions.

“Goods” means the goods, plant and materials, equipment or any part or parts thereof to be supplied by the Company as detailed in the Order.

“International Supply Contract” means such a contract as is described in Section 26(3) of the Unfair Contract Terms Act 1977.

“Order” means the Purchaser’s order for the Goods, as set out in the Purchaser’s order form

“Purchaser” means the person, firm or company to whom a price list tender or quotation is addressed or whose order is accepted by the Company.

“SEMA” shall mean Storage Equipment Manufacturers Association“

“Services” means any work or service provided by the Company and (without prejudice to the generality of the foregoing) all works, design, repairs, supervisory services and works of erection or installation on site.

“Specification” means the specification for the Goods, including any related plans and drawings that are agreed in writing by the Company and the Purchaser as set out in the Order”

Interpretation

The Company shall issue a quotation to the Purchaser and the Purchaser shall thereafter issue an Order to the Company for the supply of Goods and Services which if agreed will be accepted in writing by the Company.
The Order constitutes an offer by the Purchaser to purchase the Goods and/or receive the Services. The Purchaser is responsible for ensuring that the terms of the Order are complete and accurate.
Quotations are not offers and no Contract is deemed to come into existence unless and until the Purchaser’s order to carry out the Services or supply the Goods specified in a quotation is accepted by the Company in writing. Where the Company issues an acceptance of an Order these conditions shall also be deemed to be accepted by the Purchaser and shall form part of the Contract.
The Company shall be under no obligation to give the Customer the notice specified in Section 32(3) of the Sale of Goods Act 1979.

2. SITE SURVEYS

All quotations are subject to a site survey being made by the Company’s technical staff to verify the information given by the Purchaser.
The Company reserves the right to amend the design subject to the site survey.
The Company accepts no responsibility to ensure that the Purchaser’s premises are adequate to withstand the loads imposed and the Purchaser is deemed to warrant that all floors, foundations walls, roofs, partitions, joists, beams and any other parts of the site and buildings are in such a strong and fit condition that the Services can be carried out safely and are suitable for the Company’s Goods and Services and for carrying the loads distributed.

3. TERMS OF PAYMENT

Unless otherwise agreed by the Company in writing, terms of payment by the Purchaser shall be:
- Unless stated otherwise in the Order, on all contracts (other than contracts where payment is made on delivery) for the supply of Goods or Services not exceeding £1,000, the Company shall invoice the Purchaser for the price of the Goods and Services plus VAT (if applicable) on or at any time after completion of delivery. The due date shall be seven days after the date of the Company’s invoice and the final date for payment shall be fourteen days after the Due Date (the “Final Date for Payment”).
- Unless stated otherwise in the Order, on all other contracts (save where payment is made on delivery) the Company shall submit to the Purchaser monthly applications for payment not later than the 28th of each month, or the last working day prior if this falls on a weekend of public holiday (the “Application Date”), in each case following commencement of the supply of Goods and Services. The Company shall set out in the application a statement of the sum the Company considers to be due to it on the due date for payment and the basis on which that sum is calculated. The due date shall be seven days after the Application Date and the final date for payment shall be fourteen days after the Due Date (the “Final Date for Payment”)
- The Purchaser shall be deemed to have accepted the Goods at the latest on the date of practical completion (which shall be deemed to have occurred notwithstanding minor visual defects) as determined by the Company.
Without prejudice to any other rights the Company may have in the event of default in payments by the Purchaser, the Company shall be entitled to all or any of the following and in respect of (a) and (b) provided the Company has given the Purchaser 10 working days’ notice of the default and the Purchaser has still not rectified the non-payment after such notice:
- to suspend all further deliveries on any Contract between the Company and the Purchaser without notice.
- determine the Contract.
- to charge interest on any amount outstanding at the rate of 4% per annum above the Base Rate of Lloyds Bank plc in force at the time when payment was due.
No dispute arising as to delays beyond reasonable control of the Company, quality or performance of the Goods or Services or defects or commissions there in shall entitle the Purchaser to delay payment.

4. PRICES

All prices quoted are NET unless otherwise stated and exclusive of VAT.
All prices quoted for Goods or Services are subject to fluctuation in the cost of labour, materials, transport, overheads, currency, exchange

rates, taxation. Government Orders and Regulations, whether new or existing, and any increase in such costs after the date of quotation. and up to the date of delivery will be added to the quoted price and payable by the Purchaser.

The Company shall be entitled to make an additional charge in respect of variations requested by the Purchaser to the terms and Specification provided by the Purchaser.
The Company may, by giving notice to the Purchaser at any time before delivery, increase the price of the Goods and/or the Services to reflect any increase in the cost of Goods and/or the Services that is due to:
- any factor that is beyond the Company’s control (including currency exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- any request by the Purchaser to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
- any delay caused by (i) any instructions of the Purchaser; (ii) failure of the Purchaser to give the Company adequate or accurate information or instructions; or (iii) any other impediment caused by the Purchaser and/or the Purchaser’s persons;
- any disruption caused to the Company by others when the Company is supplying the Goods and Services;
- any delay in the Company being given access to and use of the site in terms of the scheduled timescales and programme and/or any delay in the required consents being received.

5. RISK AND TITLE

Save in the case of International Supply Contracts, risk shall pass to the Purchaser when the Goods or a relevant part thereof leave the premises of the Company for delivery to the Purchaser notwithstanding that the Company may arrange for delivery so that the Purchaser shall be responsible for, shall insure and indemnify the Company against all subsequent loss, damage or deterioration.
The following provisions shall apply to all Goods which under the Contract (other than an International Supply Contract) the Company agrees to supply to the Purchaser. No failure by the Company to enforce strict compliance by the Purchaser with such provisions shall constitute a waiver thereof and no termination of the Contract shall prejudice limit or extinguish the Company’s rights under this paragraph.
- Title in the Goods shall pass to the Purchaser on payment in full (in cleared funds) to the Company by the Purchaser. Until such time the Company is entitled to recover the Goods or any part thereof and for the purpose of exercising such rights the Company, its employees and agents with appropriate transport may enter upon the Purchaser’s premises any other location where the Goods are situated.
- The Purchaser is hereby licensed to sell on the Goods. The Purchaser shall immediately upon receipt of the proceeds of sale, and whether or not payment has become due under clause 3 hereof, remit to the Company the full purchase price of the Goods sold on less any part thereof which has already been paid and until such amount has been remitted shall hold such amount as trustee for the Company.
- The Purchaser shall maintain all appropriate insurance in respect of the Goods from the date or dates on which the risk therein passes to him. In the event of any loss or damage occurring while the Goods remain the property of the Company the Purchaser shall immediately on receipt of the insurance monies remit to the Company the full purchase price of the goods lost or damaged less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Company.
- The licence granted under sub-paragraph (b) above shall be terminable forthwith at any time upon notice by the Company to the Purchaser.
- The Company shall not be liable for any damage to the Goods caused by other parties or mis-use of the goods by other parties.
In the case of International Supply Contracts property in the Goods shall pass to the Purchaser on payment in full (in cleared funds) to the Company by the Purchaser.

6. DELIVERY AND DELAY

The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree.
Time for delivery and performance is given as accurately as possible but is not to be of the essence of the Contract. The Purchaser shall have no right to damages or to impose penalties or to cancel the order for delay from any cause unless agreed by the Company in writing signed by a Director of the Company’s acceptance of order.
The Purchaser shall notify the Company in writing of all necessary forwarding instructions promptly and in any event within seven days of notification that the Goods are ready for despatch. The Company will endeavour to comply with reasonable requests by the Purchaser for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise due to default by the Company the Purchaser shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby and the Company shall be entitled to invoice the Purchaser for the Goods and Services in accordance with these conditions.
Dates quoted for delivery of order not requiring installation by the Company refer to dates upon which the Goods are ready for despatch but dates for delivery of orders requiring installation refer to dates on which the Goods will arrive on site.
Unless otherwise specified over an extended period each consignment shall be made of all Goods to the nearest convenient unloading point (either road or rail) to the Purchaser’s works or appropriate site and the Purchaser shall be responsible for notifying the Company of any restriction of access such as weight, width, height or loading hours for unloading vehicles or containers and transportation to the site of erection. The Company shall have the sole right to determine the relevant unloading point.
Deliveries that are required over an extended period each consignment shall be considered as a separate transaction and invoiced separately.
Any packaging supplied by the Company unless otherwise expressly agreed is intended to provide adequate protection throughout normal conditions of transit of usual duration.
Failure by the Purchaser to take delivery of or to make payments in respect of any one or more instalments of goods delivered hereunder shall entitle the Company to treat the whole Contract as repudiated by the Purchaser.
The Company shall be entitled to an extension to the delivery date in respect of the goods and/or the completion date in respect of the Services where the Purchaser, the Purchaser’s persons or any other third party has caused the Company delay in supplying the Goods and Services including but not limited to disruption cause by others and any delay in the Company being given access to and use of the site in terms of the scheduled timescales and programme.

7. DAMAGE IN TRANSIT, NON-RECEIPT, RETURNED GOODS

All goods and materials shall be examined by the Purchaser on delivery. No claim in respect of shortage, loss or damage in transit will be entertained unless the carrier and the Company are notified in writing within three days of delivery or such shorter period as the carrier’s conditions (if applicable) require, or in the case of non-delivery, notice in writing is given in respect thereof within fourteen days of the date of notice of despatch of the Goods by the Company or its subcontractors on the Company’s invoice. In the absence of written notice by the Purchaser, the Goods will be deemed to have been received in the correct quantity and free of defects which would have been apparent on inspection.
The Company’s liability, if any, shall be limited to replacing or (at its discretion) repairing such Goods within 14 days of the Purchaser’s request. The Purchaser shall not be entitled to make any claim against the Company for consequential or indirect loss arising out of such shortage, loss or damage as aforesaid.

8. CANCELLATION

Cancellation will only be accepted by the Company on condition that the costs and expenses and the loss of profits and other loss or damage sustained by the Company will be reimbursed by the Purchaser to the Company. The Company shall invoice the Purchaser the amounts due in accordance with the payment provisions set out in clause 3 and the same payment periods shall apply in respect of such payments.

9. INSTALLATION

All at its own expense, the Purchaser shall provide.
- a clear and level site with sufficient space adjacent for placing of material and shall supply necessary foundations and temporary cover over this site to protect the Goods and construction work effectively from the elements.
- water, light, heating, compressed air, power, lifting tackle and fork lift truck with driver necessary in connection with the erection, and shall undertake all filling in or making good of floors, roofs, provision of cover plates over inspection pits and any other civil engineering works, including removal of rubbish.
- a satisfactory and continuous means of access to the site free from all obstructions together with off-loading facilities and parking facilities for vehicles of the Company, its employees and agents.
- health and welfare facilities which may be required by law under the Construction (Design and Management) Regulations 2015 current from time to time for employees of the Company while they are engaged at the Purchaser’s premises in the performance of the contracts.
The Company will indemnify the Purchaser in respect of any damage to property caused in the course of installation, servicing or repair by the negligence of the Company provided that the Company’s liability thereunder shall not exceed the Contract price.
All work people provided by the Purchaser to assist the Company shall in all respects remain employees of the Purchaser.
The Purchaser shall ensure that the Company’s employees are able to carry out their work with continuity and without hindrance and any expense incurred by the Company as a result of the Purchaser’s failure to so ensure will be charged extra.
The Company shall be entitled to appoint one or more subcontractors to carry out all or any of its obligations.
Where contractors other than those employed by the Company are involved their programmes will be arranged by the Purchaser to permit the Company’s work to be carried out with continuity and with one visit to the site. Should the Company be subject to delays or require to make a return visit to the site due to the act or commission of the Purchaser additional costs will be charged to the Purchaser.
On completion of the Contract all surplus materials supplied by the Company shall unless otherwise agreed remain the property of and be removed from the site by the Company.
The Company cannot give any undertaking that is employees or those employed by its subcontractors will be Members of a Trade Union.
The Purchaser shall insure to the full value thereof and provide adequate protection for all machinery and equipment of the Company and all plant machinery materials and the Goods on site during the course of the installation and until removal against all loss or damage howsoever caused otherwise than by reason of the neglect or the default of the Company, its employees, servants, or agents.
The Purchaser shall provide the Company with all information required for the Company to carry out the Services including information on any restrictions or constraints in respect of the site and the location of any utilities and service media. The Purchaser shall reimburse the Company in connection with any additional costs incurred by the Company associated with the same and shall allow the Purchaser additional time to supply the goods and services if required.

10. RECTIFICATION

Except in accordance with Condition 17 or as otherwise agreed in writing the Company shall not be liable for the cost of rectifying Goods or Services.
The Purchaser shall not be entitled to any claim arising out of or by reason of any repairs or alterations undertaken by the Purchaser without the written consent of the Company.

11. SAFETY

The Purchaser shall in all circumstances where Goods are supplied with instructions, information or warnings related thereto or their intended use and or mode of use and whether or not such instructions, information or warnings are supplied by the Company ensure that the same are followed and brought to the attention of any subsequent Purchaser or user of the Goods and any person likely to be affected by the use of the Goods.
The Company has set out in its design manuals and assembly instructions of the load bearing criteria assembly, safe use and design application for the Goods. The Purchaser covenants that it will strictly adhere to the same.
The Purchaser will indemnity and keep indemnified the Company against any loss, damage, claims, expenses or other costs arising as a consequence of the Purchaser’s failure to comply with its obligations contained in Clauses 11(I) and (ii).

12. CONSUMER PROTECTION ACT 1987

The Purchaser shall indemnify, reimburse and compensate the Company for all losses and damages (including costs, expenses and charges for legal actions in which the Company may be involved) that the Company may incur in the event that any claims are made against the Company pursuant to the Consumer Protection Act 1987 or any legislation in any territory the European Economic Community enacted pursuant to the European Commission Directive on Product Liability (herein after referred to as the Consumer Protection Acts) which arise wholly or in part from the Purchaser’s failure to comply with obligations on its part to be performed whether pursuant to the Contract with the Company or otherwise under the general law.
Where Goods are made to the Purchaser’s Specification instructions or design the Purchaser undertakes to indemnity the Company for any loss, damage or expense in respect of any liability arising under or by reason of the Consumer Protection Acts in relation to such Goods.
Any modification made by the Purchaser to the Goods will change the essential characteristics of those Goods within the terms of the Consumer Protection Acts and the Purchaser will become the manufacturer of those Goods within the terms of those Acts.

13. DATE CODING

When the Company supplies date coded Goods the Purchase shall maintain records of the date codes against the Purchaser’s sales numbers or such other records as shall be sufficient to enable such date coded Goods to be located to enable inspection by the Company.

14. THE COMPANY’S LIABILITY

Under no circumstances whatsoever (including where the loss is caused by the negligence of the Company) shall the Company be liable in contract or in delict for loss of profits, loss of use, loss of revenue or other consequential or indirect loss or damage to property (including such indirect/consequential losses related to the removal or rectification work required in connection with installation of repaired or substituted Goods).
The Purchaser shall, save where the Company shall have failed to exercise reasonable skill and care in the performance of the Contract, fully indemnify the Company from and against all losses, damages, demands, expenses, claims, actions and proceedings which are incurred by the Company or threatened, demanded, brought or made against the Company in connection with the provision of Goods and Services under the Contract by any person, firm or Company or governmental, or other authority in respect thereof together with all costs and expenses incurred in relation thereto.

15. DESCRIPTION, DRAWINGS, CONFIDENTIAL, INFORMATION

The Company reserves the right to change the design of some of or all of the component parts included in this quotation and thereafter supply accordingly.
Not Used.
All drawings, documents and other information supplied by the Company are supplied on the express condition that the Purchaser will not without the written consent of the Company.
- give away, lend, exhibit or sell any such drawings or extracts therefrom or copies thereof.
- use them in any way except for the purpose of installing or operating the Goods for which they are issued.
All illustrations, weights, measures, temperatures, capacities, performance schedules and other matters contained in the Company’s printed brochures and sales literature form no part of the Contract unless the Purchaser complies with Clause 1(v) of this Contract. The Purchaser shall be responsible for the accuracy of all information and drawings supplied by it and the Company shall not be under any responsibility to check the accuracy thereof. Copyright in respect of all drawings and other documents prepared by the Company shall vest in and remain the property of the Company.

16. TRADE MARKS, PATENTS, COPYRIGHT

Where the Goods or Services consist of any article to be manufactured altered or worked upon by the Company in accordance with the Specification or instructions of the Purchaser the Purchaser warrants that any such article shall not in any way infringe any letters patent, copyright or any other protection subsisting in favour of third parties and agrees to indemnify the Company against all actions, claims and demands, including any copyright or other protection in respect of Goods or Services designed and supplied by the Company, the Purchaser shall inform the Company immediately. Thereupon the Company shall be at liberty at its absolute discretion to conduct all negotiations for the settlement of any such claim or any litigation or proceedings which may arise therefrom. In the case of Goods not manufactured by the Company, the Company gives no assurance or guarantee whatsoever that the sale or use of the Goods will not infringe patent copyright or other industrial property rights of any other person, firm of Company.

17. GUARANTEE AND LIMITATION OF LIABILITY

Save as otherwise provided in these conditions the Company’s liability in respect of any default in or failure of Goods supplied or default in the Services (which expressions shall without prejudice to its generality include all work done in or in connection with the design, manufacture, treatment, testing, erection, installation, repair or servicing of any Goods) is limited to replacing or (at its discretion) repairing or paying for the repair or replacement of Goods which within the relevant period as specified in sub paragraph (iv) below are found to be defective by reason of faulty or incorrect design parts or materials or default in work done and carrying out again any Services which the Company has failed property to perform in accordance with the Contract.
In the event of any error in any weight dimension, capacity, performance or other description or in any information or advice which has formed a representation or is given in performance of the Contract the Company’s liability in respect of any direct loss or damage sustained by the Purchaser as a result of such error shall not exceed the price of the Goods or Services in respect of which the description information or advice is incorrect.
Conditions precedent to the Company’s liability hereunder shall be that as soon as reasonably practicable the Purchaser shall have given to the Company reasonable notice of the defect, failure, default or error and shall have provided authority for the Company’s servants or agents to inspect the Goods.
The relevant period, unless otherwise expressly agreed in writing by the Company shall in the case of Goods with moving parts terminate after 2000 hours of use following delivery or twelve months from delivery (whichever shall first occur) and in the case of all other Goods shall be 12 months from the date of delivery. In the case of Services, the relevant period shall terminate 12 months from the earlier of completion of or termination of the Services. After the said relevant periods, the Company shall have no further liability for defects, defaults or failure in the Goods and/or Services.
The Purchaser warrants that it shall not use or install the Goods in a manner other than is shown in the Company’s documentation or otherwise specified by the Company or S.E.M.A. or the I.M.M. and shall not use or install the Goods where the design for the application of the Goods is not one which the Company has approved.
The Company shall have no other or further liability in respect of any direct, indirect or consequential loss or damage sustained by the Purchaser arising from or in connection with any such defect, failure, default or error as aforesaid.
Where the Company agrees to repair or replace Goods or carry out again any Services in accordance with the foregoing provisions of this paragraph any time specified for the supply of any Goods or Services under the Contract shall be extended for such period as the Company may reasonably require.
Except where the Goods are sold under a consumer sale (as defined by the Sale of Goods Act 1979) and save for such terms as may be implied in the Contract by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982, all conditions, warranties, and other terms express or implied statutory or otherwise are expressly excluded, save insofar as contained herein or as otherwise expressly agreed by the Company in writing PROVIDED that if and insofar as any legislation or any order made thereunder shall make or have made it unlawful to exclude or purport to exclude from the Contract any term or shall have made unenforceable any attempt to exclude any such term the foregoing provisions of this paragraph will not apply to any such term.
The Company’s liability under this Contract is subject to the Purchaser maintaining the Goods properly and adequately and the Company shall have no liability to the Purchaser where the Purchaser has not provided adequate maintenance and servicing in respect of the Goods.
The Company’s total liability to the Purchaser in respect of all losses arising under or in connection with the Contract, whether in contract, delict, breach of statutory duty, or otherwise, shall in no circumstance exceed the Contract Price.

18. FORCE MAJEURE

Should the Company be delayed in or prevented from making delivery of the Goods or any instalment thereof or carrying out the Services or any part thereof due to war, governmental or parliamentary restrictions, strike, lock-outs, fire floods, explosions, labour disturbances, trade disputes, damage to or destruction of the goods, breakdown of machinery, shortages of labour or of raw materials or Act of God or due to any other cause whatsoever beyond the reasonable control of the Company (a “Force Majeure Event”) neither party shall be in breach of the Contract nor liable for any delay in performing or failure to perform, any of its obligations under the Contract if such delay results from a Force Majeure Event. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed or the affected party shall be entitled to a reasonable extension of time for performing such obligations. Where a Force Majeure Event occurs, the Company shall be at liberty to cancel or suspend the order place by the Purchaser without incurring any liability for any loss or damage arising therefrom.

19. WRITTEN TRADE REFERENCES

The Purchaser shall if necessary by the Company provide three satisfactory written trade references.

20. PLANNING PERMISSION, LICENCES, REGULATIONS, BYE-LAWS

No responsibility is accepted by the Company for failure to comply with any statutory or other regulation or local bye-law affecting the sitting use operation or construction of the Goods. All consents and approvals required shall be obtained by the Purchaser
All fees or charges made by Local Authorities in connection with regulations or the passing of plans will be payable by the Purchaser.

21. LAW AND JURISDICTION

The Contract shall be governed and construed in all respects in accordance with the Laws of Scotland and shall be subject only to the jurisdiction of the Scottish Courts.

22. RIGHT OF SET-OFF AND COUNTERCLAIMS

No right of set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) shall exist in respect of any claims by the Company against the Purchaser unless such claims are agreed by the Company in writing and the Purchaser shall not withhold any or part of any payment which has become due to the Company for Goods or for work done.

23. ASSIGNATION BY THE PURCHASER

The Purchaser shall not be entitled to assign or novate this Agreement without the prior written consent of the Company. The Purchaser shall not make any composition or arrangement with or assignation for the benefit of his creditors in respect of the Company’s Goods or Services without the Company’s agreement in writing.

24. INSOLVENCY (ETC) OF THE PURCHASER

In respect of the Purchaser:

it commences negotiations in relation to, or enters into, or proposes or makes any composition, compromise, assignment or arrangement, with one or more of its creditors (or any class of them) (including, without limitation, any voluntary arrangement, trust deed, debt arrangement, debt payment programme, scheme of arrangement or restructuring plan), or, a Court order is made or meeting is held in relation to any of the foregoing, or, approval of any of the foregoing takes effect, or, a moratorium procedure is commenced or steps are taken to obtain a moratorium (including, without limitation, a moratorium in terms of Part A1 of the Insolvency Act 1986), or, any other proceedings for the benefit of the Purchaser’s creditors are commenced under any law, regulation or procedure relating to the reconstruction or readjustment of debt;
it has any person enforce any security over all or substantially all of its assets;
it suspends making payments on all or a class of its debts, or, is unable to pay its debts as they fall due, or, is deemed to be unable to pay its debts as they fall due, or, its assets are less than its liabilities (taking into account contingent and prospective liabilities), or, otherwise it admits it is unable to pay its debts as they fall due or that it is insolvent or suspending payment of its debts;
it ceases or threatens to cease to carry on business or any part of it, or, any step is taken to strike off or dissolve the Purchaser, or, the Purchaser is dissolved;
any step is taken to appoint a trustee, receiver, manager, administrative receiver, judicial factor, nominee, supervisor, monitor, fixed charge receiver, or similar officer over all or any part of the Purchaser’s undertaking or assets or any such officer is so appointed;
any step is taken (including, without limitation, the making of an application or the giving of any notice or the passing of any resolution or determination being made) by the Purchaser or by any other person to appoint an administrator in respect of the Purchaser, or, an administrator is appointed in relation to the Purchaser;
any step is taken (including, without limitation, the making of an application or the giving or filing of any notice or the passing of any resolution or a determination being made) by the Purchaser or any other person, or, any award or order is made or application is granted or resolution passed or notice is filed, to wind up (including any provisional liquidation), dissolve, sequestrate or otherwise seek the bankruptcy of the Purchaser, or to appoint a liquidator, a provisional liquidator, trustee, judicial factor, compulsory manager, receiver, fixed charge receiver, administrative receiver or similar officer to any of the foregoing to the Purchaser or any part of its undertaking or assets;
any attachment, distress, inhibition, diligence, arrestment, execution or other legal process is levied, enforced or sued against the Purchaser or any of its assets or any person validly takes possession of any of the property or assets of the Purchaser or steps are taken by any person to enforce any encumbrance against any of the property or assets of the Purchaser;
an event occurs in any jurisdiction in relation to the Purchaser which is analogous to, or which has a substantially similar effect to, any of the events referred to in paragraphs (i) – (viii) (inclusive) above,

the Company shall be entitled to cancel the Contract in whole or in part by notice in writing without prejudice to any right or remedy accrued or accruing to the Company.

25. CONSUMER SALES

Where the Goods are sold or the Services supplied by the Company under a consumer sale (as defined by the Sale of Goods Act 1979) the statutory rights of the customer are not affected by these conditions.

26. HEADINGS

The Headings in these Conditions are for convenience and not for the purpose of reference nor interpretation.

27. THISTLE STORAGE EQUIPMENT- CONVEYOR SYSTEMS

The Purchaser should ensure that conveyor systems supplied by the Company are kept in good condition and working order and maintained as required by the Company’s specification as failure to do so could affect performance and safety.

28. TERMINATION

Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Purchaser if:
- the Purchaser commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
- the Purchaser fails to pay any amount due under the Contract on the Final Date for Payment;
- any of the events set out in terms of Clause 24 occurs;
- the Purchaser’s financial position deteriorates to such an extent that in the Company’s opinion the Purchaser’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Purchaser and the Company if the Purchaser becomes subject to any of the events listed in condition 28(a) to (e) or the Company reasonably believes that the Purchaser is about to become subject to any of them, or if the Purchaser fails to pay any amount due under this Contract on the Final Date for Payment.
On termination of the Contract for any reason the Purchaser shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest. The Company may issue an invoice in respect of work carried out up to the date of termination to include the cost of all materials, goods, services and other costs relating to the supply of Goods and Services incurred by the Company up to the date of termination.
Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination.

29. BREXIT

If as a result of the United Kingdom leaving the European Union (“Brexit”) and/or any transitional arrangements or period relating to Brexit, there are any:

(a) new or increased duties, taxes, tariffs or levies imposed on the importation of or the availability of imported goods and/or materials into the United Kingdom from the European Union which arises as a result of the United Kingdom’s withdrawal from the European Union;(b) restrictions to the immigration of labour to the United Kingdom or from the European Union;

changes to or conflicts between standards apply to the supply of goods and/or services;
delays resulting from the imposition of new or increased administration or regulation at customs or border control,

then:

if any of these matters increase the cost to the Company of supplying the goods and services, the Company shall be compensated by the Purchaser for any additional costs incurred by the Company;
- if any of these matters delay the progress of the supply of goods and services, the Company shall be entitled to an extension of the delivery date in respect of the goods and an extension to the date on which the services were due to complete.

30. COVID-19

If as a result of Covid-19 or any mutation thereof or any other epidemic or pandemic, there are any adverse impacts on or in connection with the supply of the Goods and the Services, the Parties shall discuss the implications to the supply of the Goods and the Services and the Purchaser shall reimburse the Company for any additional costs incurred by the Company due to the impact of Covid-19 or any other epidemic or pandemic. The Company shall be entitled to an extension to the delivery date for the Goods and/or date for completion of the Services where it has been delayed due to Covid-19 or any other epidemic or pandemic.

31. ENTIRE AGREEMENT

The Contract constitutes the entire agreement between the parties with respect to its subject matter and supersedes and extinguishes all previous agreements, understandings, negotiations, assurances, warranties and representations, whether written or oral between the parties. The Purchaser cannot rely on any previous representations made prior to the Contract.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

32. THIRD PARTY RIGHTS

This Contract does not create any rights in favour of third parties under the Contract (Third Party Rights) Scotland Act 2017 to enforce or otherwise invoke any provision of this Contract.