FM PROMOTIONS – TERMS AND CONDITIONS OF SALE :: Return to front Page

1.    DEFINITIONS

“The Company” shall mean FM Promotions (Scotland) Limited, incorporated under the Companies Acts and having its Registered Office at 5/65 Springkell Avenue, Glasgow, G41 4EB, whether acting itself, or through its subsidiaries, its agents or contractors.

“The Buyer” shall mean the party with whom the Company contracts and/or where the Buyer contracts as agent shall include the principal of such Buyer.

“The Goods” shall mean the articles or products or any of them described in the Contracts for sale between the Company and the Buyer including any ancillary services provided therewith.

“The Contract” shall mean the Buyer’s order and the Company’s acceptance thereof and including these terms and conditions of sale.

2.  GENERAL

(a)  These conditions shall be deemed to be incorporated in all contracts of the Company to sell goods and in the case of any conflict or inconsistency with any letter or quotation incorporating or referring to these conditions or any order, letter or form of contract sent by the Buyer to the Company or any other communication between the Buyer and the Company, the provisions of these conditions shall prevail unless expressly varied in writing and signed by an authorised officer on behalf of the Company.  If in any particular case any of these conditions shall be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.

(b)  The Company’s acceptance of the Buyer’s order shall create a legally binding contract between the Company and the Buyer.

3.   REPRESENTATIONS

(a)   No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication, or made verbally by any of the officers, agents or employees of the Company, shall be construed to supersede, vary or override in any way these conditions.

(b)   The Company’s catalogues, brochures, leaflets or correspondence are not binding, as the Company may vary these acting reasonably and without notice and such Goods as varied shall be accepted as being in compliance with the Contract.

4.  PRICES

The price payable for Goods shall, unless otherwise stated by the Company in writing, be the list price of the Company current at the date of acceptance of the Buyer’s order.  Prices are quoted in GBP £ Sterling unless determined otherwise by the Company, and all prices are exclusive of Value Added Tax which will be charged at the appropriate prevailing rate.  If special instructions from the Buyer shall result in any increased cost, the Buyer will be responsible for such additional payment.

5.  TERMS OF PAYMENT

(a)   Invoices are payable within 30 days of the invoice date.  All new accounts are payable on a pro forma basis for the first order.

(b)   The price of the Goods shall be paid in full to the Company and the Buyer shall not be entitled to exercise any set off, lien or any other similar right or claim.

1. The time of payment shall be the essence of the Contract.

1. Without prejudice to any other rights it may have, the Company is entitled to charge interest at 4% above the then current base rate of the Bank of Scotland on any overdue payment.

1. If the Goods are delivered in instalments, the Company shall be entitled to invoice each instalment when delivery thereof is made and payment shall be made in respect of each instalment notwithstanding non-delivery of other instalments.

1. The right is reserved to supply up to a certain maximum over or under the ordered quantity of Goods which will be charged at the contract rate for the actual number of Goods supplied.  The maximum applicable will depend on the practice of the particular manufacturer of the Goods supplied, however normal variances are +/-5%.  The appropriate charge will be made for additional items received.

A final invoice will be raised upon delivery of the Goods, which may vary from that originally quoted to take into account any agreed variances in amount or amendments to the original order.

6.  DELIVERY

(a)   Any period stated for delivery shall be calculated from the time of the receipt by the Company of the Buyer’s order or from the receipt of all necessary information to enable the Company to instruct the manufacture of the Goods and the Buyer shall take delivery of the Goods within the stated delivery period.

(b)   All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of the Company.  Time of delivery shall not be of the essence of any contract nor shall the Company be under any liability for delay whether or not beyond the Company’s reasonable control.  The Company’s liability shall be limited to the value of the Goods supplied under the Contract.

(c)   No liability for non-delivery, partial loss or damage to the Goods occurring prior to delivery, or for any claim that the Goods are not in accordance with the Contract will attach to the Company, unless claims to that effect are notified in writing by the Buyer to the Company within 48 hours from delivery, or 14 days from delivery of the invoice where non-delivery is claimed.  If no such notice is received the Goods must be paid for in full.

(d)  In the event of a valid claim for non-delivery, partial loss, damage or non-compliance with the Contract, the Company undertakes at its option either to instruct the re-manufacture or replacement of the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery, partial loss, damage or non-compliance.

(e)  If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery, the Company may at its sole discretion without prejudice to its other rights, store the Goods at the risk of the Buyer but need take no steps to insure them and shall not be liable for any loss during such storage.

(f)  The Company shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide.

(g) Goods supplied in accordance with the Contract cannot be returned without the permission of the Company in writing.

7.  PASSING OF TITLE AND RISK

(a)   The ownership of and property in the Goods shall remain with the Company until payment in full for all the Goods has been received by the Company.  If all or any part of such payment is overdue or if the Buyer is or becomes insolvent or an administrator or a receiver is appointed, the Company may without prejudice to any other rights, recover and/or repossess the Goods or any of them and for the purpose of such recovery and/or repossession, the Company may enter upon any premises where the Goods are or are thought to be, to prepare a specification of the Goods.  The Company reserves the right to amend the specification of the Goods as necessary.

(b)  No warranties are given (whether express or implied by statute, common law, or arising from conduct or a previous course of dealing or usage) as to the quality or fitness for the Goods for any particular purpose even if that purpose is made known expressly or by implication to the Company.

(c)  Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer or the results of standard tests having been furnished to a Buyer, it is hereby declared that such sample was so exhibited and inspected or tests made solely to enable the Buyer to judge for itself the quality of the Goods and not so as to constitute a sale by sample.  The Buyer shall take the Goods at its own risk as to their corresponding with the sample or as to their quality, condition or sufficiency for any purpose.

8.  DEFECTIVE GOODS

(a)   Where defective Goods are found to have been supplied and where the Goods were manufactured for the Company by a third party then in substitution for all rights which the Buyer would or might have had but for these conditions, the Company undertakes at its discretion to credit to the Buyer in full the price paid by the Buyer to the Company or to repair or supply free of charge at the place of delivery specified by the Buyer for the original Goods, replacement of the Goods.

(b)  In the case of Goods being defective and which were not manufactured by the Company, the Company will pass on to the Buyer any benefits obtainable under any warranty given by the Company’s suppliers in substitution for all rights which the Buyer might otherwise have.

(c)   In order to exercise its right under this paragraph the Buyer shall inform the Company in writing within seven days of the date when any defect appeared.

(d)  Nothing herein shall impose any liability upon the Company in respect of any defect in the Goods arising out of fair wear and tear or the acts, omissions, negligence or default of the Buyer, its officers, employees, servants or agents or any third party including in particular but without prejudice to the generality of the foregoing any failure by the Buyer to comply with any recommendations of the Company as to storage and handling of the Goods or subjecting the Goods to any manufacturing process.

(e)  Where the Goods are for delivery by instalments any defect in any instalment shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof.

(f)   Nothing herein shall have effect of excluding or restricting the liability of the Company for death or personal injury resulting from its negligence.

(g)   The Company will only be responsible for reproduction of artwork supplied by the Buyer or produced against their written order.  A paper proof must be signed before proceeding with all orders.  Blocks, dyes, screens, etc are chargeable unless otherwise agreed in writing and remain the property of the Company.

(h)  Whilst every effort shall be made to give a faithful reproduction of any particular colours requested by the Buyer, variations in inks, foils and colours can be created by different surfaces and materials to be printed.  Therefore the Company cannot guarantee exact reproduction.

9.    CONSEQUENTIAL LOSS

(a)   The Company shall not be liable for any consequential or indirect loss or any costs, claims or damages or expenses arising out of any act of recovery or possession and if any other goods are attached to the Goods these may be recovered also.  Further, the Buyer shall have no right to sell any Goods which are the Company’s property if the Buyer is insolvent or if an administrator, receiver or liquidator has been appointed.

(b)   In the event of any part payment having been made or if some of the Goods delivered have been paid for and some not or the Company is for any reason entitled to recover part only of the Goods, then any money paid shall be deemed to be for and in respect of any of the Goods which are irrecoverable for whatever reason by the Company and any Goods still in the Buyer’s possession shall be deemed not paid to the extent of such non-payment regardless of the date of delivery or any stated order of payment by the Buyer.

(c)  The risk in the Goods shall pass to the Buyer when the Company delivers the Goods or they are collected from the Company and thereafter the Company shall have no responsibility in respect of the Goods.

(d)   Upon any breach of contract or refusal to take delivery the full Contract price shall immediately become due and payable.

10.  CONDITIONS AND WARRANTIES

Every description or specification of the Goods is given in good faith based on average results of standard tests and no warranties express or implied are given that the Goods shall correspond with such description or specification and the use of any description or omission or any breach of contract or statutory regulation duly calculated by reference to profits, income, production or accruals or loss of such profits, income, production or accruals or by reference to accrual of such costs, claims, damages or expenses shall be calculated on a time basis.  It shall be the duty of the Buyer to test any Goods appropriately before processing them in any way or passing the same on to any other party.

11.  DEFAULT OR INSOLVENCY OF BUYER 

If the Buyer shall fail to accept the Goods or any part thereof or shall fail to pay any sum due to the Company at the proper time or make default in or commit any breach of any other obligation or if any distress or execution shall be levied on the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangements or composition with his creditors or commit any act of sequestration or if any petition for sequestration be presented against him or (if the Buyer is a company) if any Resolution or Petition to wind up such company shall be passed or presented or if an Administrator or Receiver of the whole or any part of such company’s undertakings, property or assets shall be appointed, the Company in its discretion and without prejudice to any other claim may determine in whole or in part any and every contract between the Company and the Buyer or may (without prejudice to the Company’s right subsequently to determine the Contract for the same cause should it so decide) suspend further delivery of Goods until any defaults by the Buyer be remedied to the satisfaction of the Company.

12.  FORCE MAJEURE

(a)  The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in the manufacturing process, obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at the manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal source of supply.

(b)   The Company accepts no responsibility for losses resulting directly or indirectly from force majeure.

13.  VARIATION OR CANCELLATION

Contracts or orders may not be varied or cancelled except by agreement in writing by an officer of both parties and upon the payment to the Company of such amount as may be necessary (in the Company’s opinion) to indemnify the Company against all loss resulting from the said variation or cancellation.

14.  STATUTORY RIGHTS

Nothing herein shall or shall be deemed to deny or remove any statutory right of the Buyer to the extent and in any case where it is prohibited or unlawful to deny such statutory right.

15.  HEADINGS

The headings to these Conditions are intended for reference only and shall not affect the construction of these Conditions.

16. FOREIGN CURRENCIES

If the Company shall quote in currencies other than Pounds Sterling, the Company shall have the right to vary such prices in the event that the exchange rate changes more than 5% between the prices being quoted and the invoice being issued to the Buyer.

17.  RESERVATION

The Company reserves the right not to supply Goods to any buyer at its sole discretion.

18.  GOVERNING LAW

The Contract shall in all respects be governed by the law of Scotland and the Company agrees to submit to the exclusive jurisdiction of the Scottish Courts.  
          
Company Registration Number SC 367556.

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