1. Interpretation
    1. In these conditions the following works have the following meanings:
      1. “Buyer”: the person(s), firm or company who purchases the Goods from the Company.
      2. “Company”: Scotplay & Sports Ltd, a company incorporated in Scotland (company number SC199115) and having its registered office at 79 Dykehead Street, Queenslie Industrial Estate, Glasgow G33 4AQ.
      3. “Contract”: any contract between the Company and the Buyer for the sale and purchase of the Goods. Incorporating these Conditions:
      4. Delivery Point: the place within the United Kingdome where delivery of the Goods is to be made as specified in the Buyer’s order such other place as the Company agrees in writing
      5. Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
    2. In these conditions references to any statute or statutory provision shall, unless the context otherwise requires, be constructed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
    3. In these conditions references to: (a) the masculine include the feminine and the neuter (b) the singular include the plural and vice versa as the context admits or requires and (c) persons includes individuals, firms, partnerships, bodies corporate and governmental bodies, authorities or agencies.
    4. In these conditions headings will not affect the construction of these conditions.
  2. Application Of Terms
    1. Unless otherwise agreed in writing between the Company and the Buyer, the contract will be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
    2. No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
    3. These conditions apply to all the Company’s sales to the Buyer and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company.  The Buyer acknowledges that it has not relied on any statement, promise or representation mad or given by or on behalf of the Company which is not set out in the Contract.  Nothing in this condition will exclude or limit the Company’s liability for fraudulent misrepresentation.
    4. Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods upon and subject to these conditions.
    5. The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.
    6. Any quotation given by the Company to the Buyer is given on the basis that no contract will come into existence with the Buyer until the Company receives confirmation of the Buyer’s acceptance of the Company’s quotation together with the Buyer’s order number or reference in respect thereof.  Any quotation given by the Company is valid for a period of 90 days only from its date, provided that the Company has not previously withdrawn it.
  3. Description
    1. The quantity and description of the Goods shall be set out in the Company’s quotation.
    1. All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them.  They will not form part of this Contract and this is not a sale by sample.
  1. Delivery
    1. Unless otherwise agreed in writing by the Company, delivery of the Goods will be made to an address within the United Kingdom and specified in the Buyers order.  The Company shall not be obliged to deliver Goods to any Delivery Point out with the United Kingdom and where any Goods are to be delivered out with the United Kingdom unless the Company agrees in writing to the contrary the Company accepts no liability for loss or damage to the goods in transit and the Buyer is responsible for all licences and authorities and customs formalities required for the exports of the Goods.
    2. If the Company arranges for the Goods to be delivered using a carrier nominated by it then the costs of such carrier are borne by the Company and the risk of loss or damage to the Goods remains (subject to clauses 4.4 and 4.5) with the Buyer until delivery is affected.  If the Buyer arranges for the Goods to be delivered using a carrier nominated by it then the costs of such carrier shall be borne by the Buyer and the risk of loss or damages to the goods shall pass to the Buyer with the Goods are made available to such carrier for loading.
    3. Any dates specified by the Company for the dispatch and/or delivery of the Goods are subject to availability of the Goods and are intended to be an estimate and time for delivery shall not be made of the essence by notice.  If no dates are so specified, delivery will be within a reasonable time.
    4. Subject to the other provisions of these conditions the Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by (a) any delay in the delivery of the Goods (even if caused by the Company’s negligence) or (b) where the Buyer’s nominated carrier is used, loss of or damage to the Goods in transit.
    5. If for any reason the Buyer will not accept delivery of any of the Goods when the Company attempts to deliver them to the Delivery Point, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
      1. (a) risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company’s negligence) (b)          the Goods will be deemed to have been delivered: and (c) the Company may store the Goods until delivery can be effected.
      2. The Buyer will pay on demand all related costs and expenses (including, without limitation, storage and insurance) incurred by the Company as a result of it being unable to make delivery.
    6. The Buyer will provide at its expense at the Delivery point adequate and appropriate equipment and manual labour and shall be responsible for uploading the Goods.  Delivery is deemed to be effected at the time of the Goods during unloading.
    7. Goods will be deemed to be free of damage or defect (other than a latent defect not apparent from reasonable inspection) unless the Buyer gives written notice to the Company of such damage or defect within 48 hours of delivery.  Any liability of the Company for damage to or loss of the Goods during transit shall be limited to replacing the lost or damaged goods within a reasonable time or issuing a credit note of the pro-rata Contract rate against any invoice raised for such Goods.
    8. If the Company delivers to the Buyer a quantity of Goods of more or less than the quantity ordered and accepted by the Company the Buyer shall not be entitled to object to or reject the goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.  The Buyer shall be entitled to reject any surplus Goods delivered.
    9. the Company may deliver the goods by separate instalments.  Each separate instalment will be invoiced and paid for in accordance with the provisions of the Contract.  Each instalment will be a separate Contract and no cancellation or termination of any one Contract relating to an instalment will entitle the Buyer to repudiate or cancel any other Contract or instalment.
    10. The Company has sole discretion as to the method of delivery and of the carrier(s) employed unless otherwise agreed in writing.
  2. Non-Delivery
    1. The quantity of any consignment of Goods as recorded by the Company upon dispatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer notifies the Company in writing of any non-delivery or shortfall of Goods delivered within 48 hours of delivery.
    2. The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless written notice is given to the Company within 48 hours of the date when the Goods would in the ordinary course of events have been received.
    3. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the undelivered Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
  3. Risk/Title
    1. Subject to conditions 4.2 and 4.5 the Goods are at the risk of the Buyer from the time of delivery.
    2. Notwithstanding delivery and the passing of risk in the Goods ownership and title and property to and in the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of (a) the Goods (b) all other sums which are or which become due to the Company from the Buyer on any account.  For the avoidance of doubt payment in full of all sums shall include the amount of any interest or other sum (including VAT) payable under the Contract and all other contracts between the Company and the Buyer under which the Goods and/or any other goods were delivered to the Buyer.
    3. Until ownership and title of the Goods has passed to the Buyer, the Buyer (a) is deemed to hold the Goods on a fiduciary basis as the Company’s trustees (b) must store the goods (at no cost to the Company) separately from all other goods or stocks of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property (c) shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods and (d) shall maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company.  On request the Buyer shall produce the policy of insurance to the Company.
    4. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions (a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value and (b) any such sales shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
    5. The Buyer’s right to possession of the goods shall terminate immediately if (a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986) or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer or (b) the Buyer suffers or allows any diligence or execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe/perform any of its obligations under the Contract or any other contract between the Company and the Buyer or (c) the Buyer is unable to pay its debts within the meaning of section 123 of the insolvency Act 1986 or ceases to trade or (c) the Buyer encumbers or in any way charges any of the Goods.
    6. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not been passed from the Company.
    7. The Buyer grants the Company, its agents and employees an irrevocable licence at any time without the requirement for notice to enter any premises where the Goods are or may be stored in order to inspect them, or where the Buyer’s right to possession has terminated to recover them.
    8. Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has been terminated, the Buyer will be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
    9. On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 6 will remain in effect.
  4. Price
    1. Unless otherwise agreed by the Company in writing the price for the Goods shall be the price set out in the Company’s quotation or, in the absence of a quotation, the Company’s price list published on the date of delivery or deemed delivery.
    2. The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance all of which amounts the Buyer will pay in addition when it is due to pay for the Goods.
  5. Payment
    1. Subject to condition 8.4, payment of the price (and associated VAT) for the Goods is due in pounds sterling in full not later than 30 days from the date of the Company’s invoice in respect of the goods.  In the event that any invoice is not paid in full within 30 days of the date of invoice, the Company will exercise its statutory rights to claim interest and statutory compensation costs in terms of the Late Payment of Commercial Debts (interest) Act 1998.  Time for payment shall be of the essence.
    2. No payment shall be deemed to have been received until the Company has received cleared funds.  The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
    3. All payments payable to the Company under the Contract shall become due immediately upon termination of the Contract despite any other provision.
  6. Quality
    1. The Company warrants that (subject to the other provisions of these conditions) upon delivery the Goods will (a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and (b) be reasonably fit for any particular purpose for which the Goods are being caught if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company.
    2. The Company shall not be liable for a breach of any of the warranties in condition 9.1 unless (a) the Buyer gives written notice of the defect to the company, and (if the defect is as a result of damage in transit) to the carrier, within 48 hours of the time when the Buyer discovers or ought to have discovered the defect or, if earlier, 48 hours of delivery of the Goods to the Delivery Point and (b) the Company is given reasonable opportunity after receiving the notice of examining such Goods and the buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business (at the Company’s cost) for the examination to take place there.
    3. The Company shall not be liable for a breach of any of the warranties in condition 9.1 if (a) the Buyer makes any further use of such Goods after giving such notice or (b) the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice, or (c) the Buyer alters or repairs such Goods without the written consent of the Company.
    4. Subject to conditions 9.2 and 9.3, if any of the goods do not conform with any of the warranties in condition 9.1 the Company shall at its option either (a) repair or replace such Goods (or the defective part) or (b) refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall (at the Company’s expense) return the Goods or the part of such Goods which is defective to the Company.  Any goods replaced will belong to the Company and the repaired or replacement Goods are subject to these conditions (including without limitation condition 6).
    5. If the Company complies with condition 9.4 is shall have no further liability for a breach of any of the warranties in condition 9.1 in respect of such Goods.
  7. Limitation of Liability
    1. Subject to conditions 4, 5 and 9, the following provisions of this condition 10 set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of (a) any breach of these conditions (b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the goods and (c) any representation, statement or act or omission including negligence arising under or in connection with the Contract.
    2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
    3. Nothing in these conditions excludes or limits the liability of the Company (a) for death or personal injury caused by the Company’s negligence (b) under section 2 (3) Consumer Protection Act 1987 (c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability or (d) for fraud or fraudulent misrepresentation.
    4. Subject to Conditions 10.2 and 10.3 (a) the Company’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 this contract shall be limited to the contract price and (b) the Company shall not be liable to the Buyer 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.
  8. Assignment
    1. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.  The Company may assign the Contract or any part of it to any person, firm or company.
  9. Force Majeure
    1. The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the delivery of the goods and/or the carrying on of its business due to circumstances beyond the reasonable control of the Company including without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 120 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
  10. General
    1. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.  Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.  Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
    2. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to that extent be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
    3. The formation, existence, construction, performance, validity and all aspects of the contract shall be governed by the Laws of Scotland and the parties submit to the exclusive jurisdiction of the Scottish courts.
  11. Communications
    1. All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post, email or sent by facsimile transmission (a) (in case of communications to the Company) to its registered office or such other address as shall be notified to the Buyer by the Company or (b) (in case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Buyer.
    2. Communications shall be deemed to have been received (a) if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays, bank and public holidays) after posting (exclusive of the day of posting) (b) if delivered by hand, on the day of delivery (c) if sent by email or facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working date.
    3. Communications addressed to the Company shall be marked for the attention of a director.