Definitions
1. "The Seller" shall mean Todd & Duncan. "The Purchaser" shall mean the person buying Goods. "The
Goods" shall mean the goods to be supplied by the Seller to the Purchaser under the contract of which thes
conditions form part.
General
2. All orders are subject to acceptance in writing by the Seller and any acceptance of an order is on the
basis that terms and conditions specified below are agreed to by the Purchaser. No modification of these
terms and conditions shall be effective unless made by an express written agreement between the parties
signed by a Director of the Seller.
3. The document "International Trade Agreement Applicable to Contracts in Woolen - Spun Yarn", published
by the International Wool Textile Organisation and as amended from time to time, will be deemed to be a
part of these Conditions of Sale except insofar as is dealt with herein.
Delivery
4. Subject to provisions of this paragraph, the Goods will be delivered in accordance with the delivery date
quoted on the confirmation of contract issued by the Seller. The said delivery date is not, however, of the
essence of the Contract and is subject to extension in respect of delays caused by disputes with
employees, breakdowns, accidents, delay in transport, unavailability of raw materials, fire, compliance with
Government requirements, force majeure, or any other cause beyond the Sellers control. Under no
circumstances will the Seller be liable to compensate the Purchaser for non-delivery or late delivery of the
Goods or any of them for any reason specified in this paragraph. Nothing in this paragraph shall effect the
obligation of the Purchaser to take delivery of the Goods on the delivery date or on such later date as the
Goods may be delivered by the Seller in accordance with the provisions of this paragraph.
5. Should the Purchaser fail to specify colouring instructions or fail to take delivery of the Goods on the date
or dates specified in the contract of which these conditions form part, then the Seller, at it's option reserves
the following rights:
(a) The Seller may treat the contract, or the balance of the contract, as repudiated and may recover from
the Purchaser by way of damages any loss or expense which the Seller may suffer or incur as a result of
the Purchasers default.
(b) The Goods may be invoiced to the Purchaser in accordance with the payment terms specified in the
order acknowledgment.
(c) The Goods may be held by the Seller for the Purchaser and interest at 2% per month on the price of the
Goods and storage charged to the Purchaser.
(d) After giving reasonable written notice, the Seller may treat as repudiated any other outstanding contracts
between the Sellerand the Purchaser.
6. The order is accepted by the Seller subject to credit availability against the terms quoted. The Seller may
delay or suspend delivery of the Goods if in it's sole opinion it is not appropriate to grant credit facilities.
Examination of The Goods
7. The Purchaser shall inspect the Goods immediately on delivery therof and shall within 3 days from such
delivery give notice to the Seller of any shortages in the Goods or of any damage to the Goods incurred
during transit. Subject to the provisions of paragraphs 8 and 9 below, if the Purchaser shall fail to give such
notice the Goods shall be conclusively presumed to be in accordance with the contract and the Purchaser
shall be deemed to have accepted the Goods accordingly.
Quality
8. The Seller does not warrant the suitability of the Goods for any use or purpose except where such use or
purpose has been declared to the Seller in writing and expressly confirmed by the Seller in writing.
9. If the Purchaser claims that any of the Goods are defective the following provisions shall apply:
(a) The Purchaser shall have no claim against the Seller in respect of defects in the Goods unless such
defects are notified to the Seller in writing within 60 days after the date of delivery of the Goods.
(b) In respect of defects in the Goods arising solely from faulty materials or workmanship the Seller shall at its
option either repair the Goods or supply a replacement or refund the price.
(c) The Seller shall have no liability in respect of any defects in any Goods which have undergone any process
after delivery.
(d) Paragraphs 8 and 9 set out the Seller's entire liability in respect of the Goods and the Sellers liability under
this paragraph shall be in lieu and to the exclusion of all other warrants, conditions, terms and liabilities
expressed or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of
the Goods or otherwise howsoever. The Seller shall have no liability for any consequential loss suffered by the
Purchaser in respect of the Goods.
(e) The liability of the Seller in respect of defects in the Goods is limited to the price of the Goods in question.
Payment
10. For U.K. Sales, payment for Goods is due net by the 25th day of the month following the month of invoice
unless otherwise specifically agreed between the Seller and the Purchaser. For Export Sales terms will be
specially quoted heron.
Overdue Accounts
11. Interest will be charged at a rate of 2% per month on all sums due by the Purchaser to the Seller to
commence from the day immediately after payment is due un til payment is received by the Seller and as well
after as before any judgment or decree.
12. In the event of any payment due by the Purchaser to the Seller not being paid on the due date, or in the
event of the Purchaser becoming insolvent or bankrupt or a petition being presented or a resolution being
passed for the liquidation of the Purchaser or a receiver or judicial factor being appointed over all or any of the
assets of the Purchaser, the Seller shall be entitled to treat the contract of which these conditions form part
and any other contract between the Seller and the Purchaser as repudiated and shall be entitled to suspend
deliveries to the Purchaser and the manufacture of Goods for the Purchaser on giving written notice thereof to
the Purchaser.
Title
13. Title to and property in the Goods shall not pass to the Purchaser (even though they have been delivered
and risk has passed to the Purchaser) until :
(a) the price of the Goods and
(b) all other money payable by the Purchaser to the Seller has been received in cash or cleared funds payment
in full for all Goods delivered to the Purchaser under this and all other contracts. Payment of the full price of the
Goods shall include the amount of interest or other sums payable.
14. Until property in the Goods passes the Seller may at any time require the Goods to be returned to it by the
Purchaser and if this requirement is not complied with within 7 days the Seller may retake possession of the
Goods and may enter any premises of the Purchaser for such purpose such return or retaking possession is
without prejudice to the obligation of the Purchaser to the purchase of the Goods.
15. Notwithstanding the foregoing, all risks in respect of the Goods shall pass to the Purchaser at the time the
Goods are delivered to the Purchaser whether or not the Purchaser accepts delivery.
Indemnity
16. The Purchaser shall indemnify the Seller against any costs, claims or expenses arising out of any action
for infringment of any patents and trade marks, registered design copyright or any other claims resulting from
compliance with the Purchaser's instructions expressed or implied.
Proper Law
17. The contract of which these conditions form part shall be governed by and construed in accordance with
the Laws of Scotland and the parties shall submit to the non-exclusive juristiction of the Scottish Courts.