Terms & Conditions


1.             Application of Terms and Conditions

1.1          The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with Sales Order or Quotation which shall be subject to these Terms and Conditions; and

1.2          The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

2.             Definitions and Interpretation

2.1          In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”

means any day other than a Saturday, Sunday or bank holiday;

“Commencement Date”

means the date of the Contract as set out in the Sales Order or Quotation;

“Confidential Information”

means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

“Contract”

means the contract for the purchase and sale of the Goods and/or supply of the Services under these Terms and Conditions;

“Contract Price”

means the price stated in the Contract payable for the Goods;

“Customer

means the person who accepts a quotation or offer from the Supplier for the sale of the Goods and/or supply of the Services, or whose order for the Goods and Services is accepted by the Supplier;

“Delivery Date”

means the date on which the Goods are to be delivered to the Customer and as notified to the Customer by the Supplier;

“Goods”

means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with the Sales Order and/or Quotation and these Terms and Conditions;

“Intellectual Property Rights”

means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, know-how, rights in design and inventions;

(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);

( c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now to in the future may subsist; and

(d) the right to sue for the past infringements of any of the foregoing rights.

“Month”

means a calendar month;

“Services”

 

“Supplier”

means the Services to be provided to the Customer as set out in the Sales Order or Quotation;

Means SCOT SEAT DIRECT LIMITED (Company Number SC213634) having their registered office at 9 Glasgow Road, Paisley PA1 3QS and having a trading address at Gainford Business Centre, Stewarton Road, Fenwick, Kilmarnock KA3 6AR

2.1          Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.1.1      “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.1.2      a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.1.3      “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

2.1.4      a Schedule is a schedule to these Terms and Conditions; and

2.1.5      a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

2.1.6      a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

2.2          The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

2.3          Words imparting the singular number shall include the plural and vice versa.

2.4          References to any gender shall include the other gender.

3.             Basis of Sale and Service

3.1          The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing.  In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.2          No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.

3.3          Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.  No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation or sales order or has accepted an order placed by the Customer by whichever is the earlier of:

3.3.1      the Supplier’s written acceptance;

3.3.2      delivery of the Goods;

3.3.3      provision of the Services; or

3.3.4      the Supplier’s invoice.

3.4          Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

4.             The Goods

4.1          No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier's authorised representative.

4.2          The specification for the Goods shall be that set out in the Supplier’s Sales documentation including the Sales Order or Quotation unless varied expressly in the Customer’s order (if such variation(s) is/are accepted by the Supplier). In the event that the Sales Order or Quotation refers to drawings which are annexed to the Sales Order or Quotation, then the Customer accepts and agrees what is disclosed on the said drawings particularly with regard to the colour utilized, the location of the fitment and dimensions subject to the degree of tolerance detailed on the said drawing.

4.3          Illustrations, photographs, descriptions or dimensions whether in catalogues, brochures, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding on the Supplier.

4.4          The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.

4.5          No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the Customer shall indemnify the Supplier 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 the Supplier as a result of such cancellation.

4.6 The Supplier shall use its reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.

5.             The Services

5.1          With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with Clauses 6 and 7 will provide the Services expressly identified in the Sales Order or Quotation.

5.2          The Supplier will use reasonable care and skill to perform the Services identified in the Sales Order and/or Quotation.

The Supplier shall use its reasonable endeavours to complete its obligations under the Contract, but time will not be of the essence in the performance of such obligations.

6.             Price

6.1          The price of the Goods and Services shall be the price listed in the Supplier’s Sales Order or Quotation or such other price as may be agreed in writing by the Supplier and the Customer. For the avoidance of doubt, any quotation issued by the supplier is valid for a period of 30 days from the date of quotation unless otherwise agreed by the supplier. Should a Customer wish to proceed with a quotation which is more than 30 days old, then such Customer must obtain a fresh quotation from the Supplier.

6.2          The Supplier reserves the right, by giving written notice to the Customer at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.

6.3          Except as otherwise stated under the terms of any Sales Order and/or Quotation and unless otherwise agreed in writing between the Customer and the Supplier, all prices are exclusive of the cost of transport and delivery which said cost will require to be paid by the Customer in addition to the price as detailed in the Sales Order and/or Quotation.

6.4          The price is exclusive of any applicable value added tax, import duty, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier.

6.5          The price is exclusive of any value added tax.Where the goods are collected by the Customer within the United Kingdom and where such Customer is registered for Value Added Tax within the European Union (but not within the United Kingdom) or where such Customer is situated outwith the European Union, then such Customer will require to pay an amount equivalent to value added tax on such goods (“the over payment”) at the same time as paying for the goods and transport of such goods. Acceptable export documentation must be received by the supplier (of which the supplier will be the sole judge) within 1 month from date of dispatch at which point the over payment will be refunded.

6.6          Should the customer wish to pay for the price of the goods and/or any transport or delivery costs by credit card then in such circumstances the Customer will require to pay an additional charge of 2.8% of the total cost of the goods and transportation cost plus vat thereon or if the Customer wishes to pay for the price of the goods and/or any transport or delivery costs by debit card then in such circumstances the Customer will require to pay an additional charge of £1.20 plus vat or such other charge as the Supplier may intimate to the Customer at the time of accepting the Order.

7.             Payment

7.1          Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of the Goods and Services on or at any time after the order of the Goods and/or the Provision of the Services (as applicable), has been agreed between the Supplier and the Customer. All invoices are due for payment within 30 days of the date of the invoice unless expressly agreed with the Company.

7.2          Unless it is agreed otherwise by the Supplier, the Customer shall pay to the Supplier 25% of the price of the Goods together with any vat thereon (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) at the same time as placing the order or otherwise as the sale has been agreed between the Supplier and the Customer.

For the avoidance of doubt the Supplier will not be obliged to arrange for or make delivery of the goods until such time as the transport and delivery costs have been paid by the Customer.

The balance of the price of the goods including all shipping costs will be payable by the Customer to the Supplier in cleared funds one day prior to dispatch of the goods. Should payment not be so received then the Supplier will not be obliged to deliver the goods to the Customer until such payment has been received.

Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that the property in the Goods has not passed to the Customer.  The time for the payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.

7.3          All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.

7.4          The Supplier is not obliged to provide any Customer with credit facilities. Should a Customer wish credit facilities with the Supplier then such Customer must make an application to the Supplier for such facilities. The Supplier will require at least 7 working days to approve or otherwise the Customer’s application for credit. In the event that credit facilities are agreed with a Customer by the Supplier, the Supplier may revoke those credit facilities at any time where in the opinion of the Supplier the Customer has a poor payment record or where the credit application is reviewed and following that review the Supplier decides no longer to offer credit facilities to such Customer. Further in the event that the Supplier has agreed credit facilities with the Customer, if such credit facilities are not utilised by the Customer at least once in any 12 month period, then such credit facilities will automatically be revoked and such Customer will require to reapply for credit facilities with the Supplier in the future.

8.             Delivery and Performance

8.1          Unless otherwise agreed with the Supplier, delivery of the Goods shall be made by the Supplier delivering the Goods to the address specified in the Sales Order and Quotation or by the Customer collecting the Goods from the Supplier premises.  Where a Delivery Date has been provided by the Supplier such Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer.

8.2          If the Customer fails to take delivery of the Goods or any part of them and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1 risk in the Goods shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure.

8.4     The Goods shall be assumed to have been delivered in satisfactory condition and without damage unless the Customer indicates otherwise in writing on the carrier’s delivery paperwork. For the avoidance of doubt if the Customer signs for the delivery of the Goods and there is no reference to any damage to the Goods the Goods shall be regarded as delivered to the customer in satisfactory condition and without damage.  

8.5 Once the goods have been loaded onto whatever method of transportation or delivery has been agreed between the Supplier and the Customer and the Supplier has received a signed delivery note from the Carrier, the Supplier shall have no responsibility to the Customer for any loss whatsoever incurred by the Customer should the goods fail to be delivered to the Customer.

9.             Risk and Retention of Title

9.1          Risk of damage to or loss of the Goods shall pass to the Customer at:

9.1.1      in the case of Goods to be delivered at the Supplier’s premises, the time when the Supplier notifies the Customer that the Goods are available for collection;

9.1.2      in the case of Goods to be delivered otherwise than at the Supplier’s premises, at the time the goods have been loaded onto whatever method of transportation or delivery has been agreed between the Supplier and the Customer; or

9.1.3      in the case of Goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete.

9.2          Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods together with any value added tax due thereon and the full cost of the delivery and transportation..

9.3          Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as trustee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.

9.4          The Customer shall 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 the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.

9.5          The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 9.3.

9.6          The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if:

9.6.1      the Customer commits or permits any material breach of his obligations under these Terms and Conditions;

9.6.2      the Customer makes a voluntary arrangement with its creditors or being a company, becomes subject to an administration order (within the meaning of Insolvency Act 1986;

9.6.3      the Customer, being an individual or a firm, has  a bankruptcy order made against it or, being a company, goes into liquidation (except for the purpose bona fide amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assumes the obligations imposed on that other party under the Agreement);

9.6.4      the Customer takes advantage of any other statutory provision for the relief of insolvent debtors;

9.6.5 the Customer does anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Customer;

9.6.6 the Customer ceases or threatens to cease to carry on business

10.          Assignation

10.1       The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.

10.2       The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

11.          Defective Goods

11.1    If on delivery any of the Goods the Customer believes the Goods are defective in any material respect then in such circumstances the Customer must intimate in writing to the Supplier it’s belief that the Goods are defective and the reasons why it believes the Goods are defective. Such intimation must be made within 7 days of the Goods being delivered. If the Supplier does not receive such an intimation within 7 days of delivery then the Customer will be deemed to accepted the Goods and be fully satisfied with the same.

Should the Customer give written intimation of such defect as detailed in this condition to the Supplier within 7 Days of delivery of the Goods, then the Supplier shall at its option and subject to the Supplier accepting that the Goods are defective:

11.1.1   replace the defective Goods within a reasonable period of time; or

11.1.2   refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;

but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if intimation is not given by the Customer as detailed above.

Where the Supplier considers the defect to be minor (acting reasonably) then the Supplier can insist that the repair is carried out by the Customer and that at the Customer’s expense.

Where the Goods have been delivered by the Supplier to a Distributor and the Distributor has supplied the Goods to the Customer, then in such circumstances, the Customer must contact the Distributor with regard to any alleged defects in the Goods.

11.2       No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. 

11.3       The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Supplier’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.

11.4       Subject as expressly provided in these Terms and Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

11.5       The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer’s failure to comply with this condition.

12.          Customer's Default

12.1       If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:

12.1.1   cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;

12.1.2   appropriate any payment made by the Customer to such of the Goods and/or Services (or the goods and/or services supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and

12.1.3   charge the Customer interest (both before and after any decree) on the amount unpaid, at the rate of 4% per annum above base rate from time to time of the Royal Bank of Scotland Plc, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

12.2       This condition applies if:

12.2.1   the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;

12.2.2    the Customer makes a voluntary arrangement with its creditors or being a company, becomes subject to an administration order (within the meaning of Insolvency Act 1986;

12.2.3   the Customer, being an individual or a firm, has  a bankruptcy order made against it or, being a company, goes into liquidation (except for the purpose bona fide amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assumes the obligations imposed on that other party under the Agreement);

12.2.4   the Customer takes advantage of any other statutory provision for the relief of insolvent debtors;

12.2.5 the Customer does anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Customer;

12.2.6 the Customer ceases or threatens to cease to carry on business; or

12.2.7 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

12.3       If sub-Clause 12.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if 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. 

13.          Liability

13.1       The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the Contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s employees or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.

13.2       The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by  arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.

13.3       Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them.  All obligations on the part of such a Customer shall be joint and several obligations of such persons.

13.4       The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.

13.5       The Supplier shall not be liable to the Customer should the Goods be utilised by the Customer for any use for which such Goods were not designed or supplied or for any improper or inappropriate use of the Goods by the Customer.

13.6       Should the Goods be fitted into a boat, and subject to the Supplier agreeing that repairs are required to the Goods fitted to such boat, then the Customer must, at his/their expense, remove the boat from the water and place the boat in such place as previously agreed with the Supplier where the repairs can be adequately carried out and completed by the Supplier.

13.7       Where the Supplier has supplied Goods which are fitted or installed in any vehicle or boat, the Supplier does not guarantee or warrant that the extent of the head or leg room in the said vehicle or boat once the Goods have been so fitted or installed. If the Customer has any concerns over the extent of the head or leg room then the Customer must fully satisfy himself/their selves on such issues prior to ordering the Goods. It is anticipated that the Goods will be fitted in a standard position unless otherwise agreed with the customer in writing.  If for whatever reason the Goods cannot be fitted in the customers preferred position the Supplier will advise the customer of this, however the customer is unable to cancel the order for the Goods 

13.8       Where vehicles are delivered to the Supplier for fitting of Goods, then such vehicle must have no more than one quarter of tank of fuel and furthermore the Customer must notify the Supplier in writing 7 days prior to delivery of the vehicle of any modifications to the factory specification of the vehicle. 

13.9       Where the Supplier has supplied Goods which are to be fitted or installed into a vehicle or boat then the Supplier shall have no liability for any loss or damage to the goods or harm or injury caused to any individual or persons as a result of the fitting or installation of such Goods.

13.10    The Supplier shall not be liable to the Customer in any circumstances where the Goods supplied by the Supplier to the Customer are re-installed in another vehicle or if the Goods are not fitted in such vehicle by the Supplier.

13.11    The Supplier does not warrant that by installing any Goods within any vehicle such installation will not affect the classification of such vehicle for all purposes including but not limited to taxation. The Customer must satisfy himself of any alterations to classification that may result from such installation.

13.12    Subject to the remaining provisions of this Clause 14:

13.12.1 the Supplier’s total liability in contract, delict (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and

13.12.2 the Supplier shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

13.12.3 The Supplier will in any event have no liability whatsoever to the Customer in respect of the Goods after the expiry of 12 months from the date of delivery of the Goods.

14.          Confidentiality

14.1       Each Party undertakes that, except as provided by sub-Clause 14.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Contract and for 12 months after its termination:

14.1.1   keep confidential all Confidential Information;

14.1.2   not disclose any Confidential Information to any other person;

14.1.3   not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions and the Contract;

14.1.4   not make any copies of, record in any way or part with possession of any Confidential Information; and

14.1.5   ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 14.1.1 to 14.1.4 above.

14.2       Either Party may:

14.2.1   disclose any Confidential Information to:

14.2.1.1      any sub-contractor or supplier of that Party;

14.2.1.2      any governmental or other authority or regulatory body; or

14.2.1.3      any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by these Terms and Conditions and the Contract, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 15.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 15, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

14.2.2   use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Contract, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.

14.3       The provisions of this Clause 14 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason. 

15.          Intellectual Property Rights

The Supplier shall retain the ownership of any and all intellectual property rights that may subsist in anything produced by the Supplier contained in or annexed to the Sales Order, Quotation, Drawings or Designs annexed to the Sales Order or Quotation (whether or not these have been produced by the Supplier or the Customer) or otherwise in the course of providing the Services. Throughout the Term of the Agreement, the Supplier shall be deemed to automatically grant a royalty-free non-exclusive licence of any and all such rights to the Customer to use the same in accordance with the Terms of the Agreement and the Services. In complying with the provisions of this clause the Supplier shall undertake to execute any such agreements and perform any such actions that may be necessary to put such licences into effect and shall exclusively bear any costs associated therewith.

16.          Communications

16.1       All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

16.2       Notices shall be deemed to have been duly given:

16.2.1   when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or

16.2.2   when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

16.2.3   on the second business day following mailing, if mailed by national ordinary mail, postage prepaid; or

16.2.4   on the tenth business day following mailing, if mailed by airmail, postage prepaid.

16.3       All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party. 

17.          Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

18.          Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

19.          Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract).  The remainder of these and the Contract shall be valid and enforceable.

20.          Law and Jurisdiction

20.1       These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the Law of Scotland.

20.2       Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the Scottish courts.