In these conditions, the following definitions apply:

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

“Contract” means the contract between the Supplier and the Purchaser for the sale and purchase of the Goods in accordance with these Conditions.

“Force Majeure Event” means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs, riots, civil commotion and acts of God.

“Goods” means the goods (or any part of them) set out in the Order.

“Order” means the Purchaser’s order for the Goods, as set out in the Purchaser’s purchase order form, the Purchaser’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

“Purchaser” means the person of firm who purchases the Goods from the Supplier.

“the Supplier” means PCL Group Limited (registered in Scotland under Company No: SC289378) [and its subsidiaries].

1. These Conditions apply to the Contract to the exclusion of any differing terms which may appear on the Purchaser’s order forms or other documents, any other terms that the Purchaser seeks to impose or incorporate and any other terms which are implied by trade, custom, practice or course of dealing. No alteration may be made to these Conditions except with our prior written consent.

2. An Order constitutes an offer by the Purchaser to purchase the Goods and is subject to these Conditions.

3. Quotations given by the Supplier shall not constitute an offer and shall only be valid for a period of 14 days from its date of issue unless previously withdrawn by the Supplier.

4. The Contract constitutes the entire agreement between the parties. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogue or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Supplier and the Purchaser for the sale of the Goods.

5. No Order may be cancelled except by mutual agreement in writing.

6. In the event of variation of the work detailed in the Contract (including suspension by your instructions or lack of instructions) the Supplier shall be entitled to be reimbursed in full for the costs of any work that may have been incurred in the execution of the Contract prior to variation and for any other extra costs incurred as a result thereof.

7. The Supplier shall deliver the Goods to the place of installation as set out in the Order, or such other place as the parties may agree in writing, hereinafter referred to as the “Delivery Location”.

8. Delivery of the Goods shall be completed on the Goods’ arrival at the Deliver Location.

9. Any dates quoted for delivery are approximate only and although the Supplier will make every endeavour to ensure prompt delivery, unless otherwise agreed in writing, lateness in delivery shall not entitle the Purchaser to cancel an Order.

10. The Supplier cannot ascertain claims for consequential damages, cost of repairs executed, without previous consent, or any claim whatsoever in consequence of delays in delivery or any failure to deliver, whether by reason of a Force Majeure Event or otherwise.

11. Unless otherwise agreed in writing all Goods shall be delivered and invoiced within a period of twelve months from the date of order acknowledgement. Delivery dates quoted “in accordance with your requirements” or in a similar general manner shall not invalidate this condition.

12. Shortages or damages in transit must be noticed within three days to the Supplier and to the carriers: the carriers’ delivery sheet should be signed, when appropriate; “arrived in damaged condition”. In the absence of such written notice by the Purchaser to the Supplier, the Goods shall be deemed to have been delivered complete, in a satisfactory condition and accepted by the Purchaser. Delay in delivery must be notified to the Supplier within ten days of the date of invoice.

13. The Supplier may deliver the Goods by instalments. Each delivery or part delivery of the goods of any Oder shall be deemed to be sold under a separate Contract. Neither failure on our part to make any delivery or part delivery in accordance with these Conditions nor any claim by the Purchaser in respect of such delivery or part delivery shall entitle the Purchaser to reject the balance of the Order.

14. Unless otherwise agreed in writing;

(a) Free and continuous access must be made available to our engineers at all times.

(b) The price in inclusive of installation work to be carried out during normal working/office hours. Where necessary the Supplier reserves the right to obtain access 12 hours per day 7 days a week.

(c) Other than lightweight stepladders to give working height of no greater than 2 meters, no costs are included for the provision of scaffolding or other access equipment.

(d) Costs for remedial work to building fabric or decorative surface damage during the installation of cables or associated equipment are not included and any such costs should be made by others.

15. Except as set out in these conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

16. Our liability in respect of any defect in or failure of the Goods supplied, or any loss, injury or damage attributable thereto, is limited to making good, by replacement or repair, defects which have arisen through the proper use of the goods and have arisen solely from faulty design, material or workmanship within a period of twelve calendar months after the original Goods have first been dispatched. At the end of such period, all liability on our part, unless otherwise arranged, shall terminate.

17. The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 16 if;

(a) The defect arises because the Purchaser failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice; or

(b) The defect arises as a result of the Supplier following any drawing, design or specification supplied by the Purchaser; or

(c) The Purchaser alters or repairs such Goods without the written consent of the Supplier; or

(d) The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

18. “The Health and Safety at Work Act 1974”. The Products that our company supplies for use at works may be classified as electrical, electromechanical and electronic equipment. These products are tested and supplied in accordance with the specification, and when used in normal or prescribed application and within the parameters set for mechanical and electrical performance, will not cause any danger or hazard to health and safety provided that normal engineering or safety practices are observed and such products are installed only by qualified/trained persons. If there is any doubt about any aspect relating to the proper use of our products, the Supplier will only be too pleased to advise you on any precautions that may be necessary. Under such circumstances you should write to our Sales Director.

19. The risk in the Goods will pass to the Purchaser on Delivery.

20. Until the price for all Goods supplied, whether or not the Goods are to be installed, together with all increased and additional charges, if any, have been paid to the Supplier, the Purchaser shall remain a bailee only of such Goods which shall remain the Supplier’s property. The Supplier shall be entitled at any time to terminate such bailment and retake possession of and remove any Goods not fully paid for and pending payment in full, the Purchaser shall maintain the Goods in a satisfactory condition, keep them insured against all risks to the full value thereof from the date of delivery and shall not sell, dispose of or part with possession thereof and shall indemnify the Supplier against any loss or injury thereto, however arising.

21. The price for the Goods shall be the price ruling at the time of delivery.

22. Unless otherwise agreed in writing payment of the price and other charges are due in full thirty days after the date of invoice. The Purchaser shall not be entitled to make any deductions there from.

23. The Customer shall pay interest at the rate of 2% each month above the base rate from time to time of Bank of Scotland plc on overdue accounts.

24. The Supplier may at our discretion cancel or withhold all further deliveries under the Contract, or any other Contract, in the event that any debt is due and payable to the Supplier by the Purchaser but remains unpaid, or any credit limit for the time being agreed by the Supplier is exceeded, or in the event that the Purchaser, or the Supplier reasonably believes that the Purchaser is about to, becomes bankrupt or makes any arrangement with his creditors or, being a company, has a receiver appointed or enters into liquidation (other than for the purpose of amalgamation or reconstruction) whether voluntary or compulsorily.

25. This Contract shall be interpreted in all respects in accordance with the Laws of Scotland.

26. The Supplier reserves the right to alter patterns, designs and materials without prior notice.

27. Any performance figures given by the Supplier are based upon our experience and as such what the Supplier expects to obtain on test. Unless otherwise agreed in writing the Supplier does not specifically guarantee them.