In these conditions the following definitions apply:
2. Application of these Conditions
2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
2.2 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Supplier.
2.3 Any quotation by the Supplier shall be an invitation to treat and shall not constitute an offer and are not capable of acceptance by the Customer.
2.4 Each Order by the Customer to the Supplier shall be an offer to purchase the Goods subject to these Conditions.
2.5 An Order may be withdrawn or amended by the Customer at any time before acceptance by the Supplier. If the Supplier is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable.
2.6 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until:
2.6.1 the Supplier's written acceptance of the Order (which includes raising an invoice); and
2.6.2 the Supplier's receipt of 60% of the Deposit.
2.7 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
2.8 Nothing in these Conditions affects the Customer's rights under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the regulations), so far as they may be applicable. These do not apply to tailor made, bespoke or personalised Goods. Please contact us if you are unsure whether these rights apply.
3. Price
3.1 The price for the Goods shall be the total amount due from the Customer as set out in the Order (Price).
3.2 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.
3.3 The Supplier may increase the Price at any time by giving the Customer not less than 14 Business Days' notice in writing provided that the increase does not exceed 20% of the Prices in effect immediately prior to the increase.
3.4 Notwithstanding clause 3.3, the Supplier may increase the Price with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Goods which exceeds 20% and which is due to any factor beyond the control of the Supplier.
4. Availability
All Goods are subject to availability. the Supplier can only guarantee availability whilst stocks last. If the Goods are unavailable the Supplier will contact you with alternative Goods of equivalent Specification and Price. Where Goods are manufactured by third parties pursuant to bespoke orders the Supplier cannot guarantee production or delivery timeframes.
5. Description
5.1 The Supplier shall use all reasonable endeavours to ensure that Goods are displayed as accurately as possibly on its website, brochures and all other promotional material but the Supplier gives no guarantee that the colour will accurately reflect the true colour of the Goods, particularly with timber Goods.
5.2 The Supplier shall use all reasonable endeavours to ensure that all descriptions of Goods are accurate but all sizes, weights and measurements quoted are to be treated as approximate.
6. Design & Survey
6.1 Where brand new units is being supplied, the Supplier will design and plan free of charge.
6.2 The Supplier may carry out a survey of the property prior to issuing a quotation notwithstanding which the Customer remains responsible for the accuracy of any room dimensions provided and that any Goods not purchased from the Supplier are suitable for use with the Supplier's design.
7. Installation
Unless the Supplier specifies otherwise the installation of any Goods supplied to the Customer is the responsibility of the Customer.
8. Payment
8.1 The Supplier shall invoice the Customer for the Goods at any time after receipt of the Order.
8.2 The Customer shall pay the Price, and the Supplier shall be in receipt of cleared funds as follows:
8.2.1 60% Deposit upon the Customer entering into the Contract with the Supplier;
8.2.2 the 40% balance within 7 Business Days of the final invoice which shall be rendered by the Supplier at least 7 Business Days prior to delivery of the Goods.
8.3 The Customer shall pay all invoices:
8.3.1 in full without deduction or set-off, in cleared funds within 7 Business Days of the date of each invoice as set out in clause 8.2; and
8.2.2 by debit/credit card, or to the bank account nominated by the Supplier. Credit cards shall only be accepted for payment of the Deposit.
8.4 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
8.4.1 the Supplier may, without limiting its other rights, charge interest on such sums at 8% a year above the Bank of England base rate as may be in force from time to time; and
8.4.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgement.
(Please note the time for payments to clear may vary from credit card provider and the Supplier advises you to check before arranging to make payment)
9. Delivery
9.1 The Goods shall be delivered to mainland UK addresses only, within the Supplier's standard delivery times of 7am and 8pm on Business Days.
9.2 The Goods shall be deemed delivered on completion of unloading of the Goods at the Location.
9.3 The Goods may be delivered by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
9.4 Time of delivery is not of the essence. The Supplier shall use its reasonable endeavours to meet delivery dates but such date are approximate only.
9.5 The Supplier shall not be liable for any delay in or failure of delivery caused by:
9.5.1 the Customer's failure to: (i) make the Location available, (ii) prepare the Location in accordance with the Supplier's instructions or as required for delivery or (iii) provide the Supplier with adequate instructions for delivery or otherwise relating to the Goods;
9.5.2 Force Majeure.
9.6 Late delivery of the Goods shall not entitle the Customer to:
9.6.1 reject the Goods
9.6.2 terminate the Order
9.6.3 withhold any outstanding amount of the Price
9.7 The Supplier reserves the right to charge an additional fee where a non-standard vehicle is required for delivery and the Customer has been notified of such fee in advance.
9.8 The Supplier operates a no returns policy for any made to order Goods which have been delivered pursuant to the Order. If, at its discretion, the Suppliers agrees to accept non-made to order returned Goods, it reserves the right to charge a restocking charge of 25% of the price of the returned Goods. For the avoidance of doubt all furniture is made to order.
9.9 If the Customer fails to accept delivery of the Goods the Supplier shall store and insure the Goods pending delivery, and the Customer shall pay all costs and expenses incurred by the Supplier in doing so.
9.10 If 5 Business Days following the due date for delivery of the Goods, the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of the Goods. The Supplier shall:
9.10.1 deduct all reasonable costs of and occasioned by resale; and
9.10.2 account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods.
9.11 The Customer is responsible for checking for faulty, damaged, or missing items. These must be reported to us within 7 days of delivery and before the items are fitted. Failure to do so would result in the Customer paying for the replacement(s).
9.12 Goods delivered to the Customer must be inspected and signed for at the time of the delivery. We will not accept claims for subsequent damage or missing items.
10. Risk
Risk in the Goods shall pass to the Customer on delivery.
11. Title
11.1 Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.
11.2 Until title to the Goods has passed to the Customer, the Customer shall:
11.2.1 hold the Goods as bailee for the Supplier;
11.2.2 store the Goods separately from all other material in the Customer's possession;
11.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;
11.2.4 insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier's interest on the policy;
11.2.5 ensure that the Goods are clearly identifiable as belonging to the Supplier;
11.2.6 not remove or alter any mark on or packaging of the Goods;
11.2.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 19.1; and
11.2.8 on reasonable notice permit the Supplier to inspect the Goods.
11.3 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clause 19.1, the Supplier may:
11.3.1 require the Customer at the Customer's expense to re-deliver the Goods to the Supplier; and
11.3.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
12. Right to cancel this contract (only applicable if the Regulations apply)
12.1 You have the right to cancel this contract within 14 days without giving any reason.
12.2 The cancellation period will expire after 14 days from the day of the conclusion of the contract.
12.3 To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement (eg a letter sent by post or email).
12.4 To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
13. Effects of Cancellation
13.1 We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
14. Effects of Changing your mind
14.1 Because your products are manufactured to meet your specific requirements, you cannot change your specification once your order has been placed.
14.2 Alterations to your accepted order may result in an additional charge being made to you.
14.3 If you decide to cancel after your order has been placed, you will forfeit any payments that have been made.
14.4 If the structure of your kitchen changes in any way after our designer has visited you, you must inform us so that we can arrange a new visit if necessary. If you do not inform us of any changes, you will be responsible for the cost of any replacements or alterations that are required.
15. Manufacturer's guarantee
The Supplier shall provide the Customer with details all manufacturer's guarantees where applicable.
16. Intellectual property rights
16.1 All specifications, plans, drawings, brochures, promotional material, descriptions, designs and technical know-how and advice and all Intellectual Property Rights therein supplied by the Supplier to the Customer in connections with the Contracts or Goods shall remain the property of the Supplier. The Supplier reserves all Intellectual Property Rights in relation to the use of such logos, trade names or trade marks by any other person, company or organisation. Any such use will be at the sole discretion of the Supplier.
16.2 Nothing in these terms and conditions shall be construed as a representation or warranty by the Supplier that the design, manufacture, conformity to specifications, use or sale of the Goods is not an infringement of any valid or subsisting patent or any other Intellectual Property Rights of a third party save that the Supplier warrants to the Customer that is has not received written notice of any such infringement as the date of this Contract.
17. Your privacy and personal information
Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our privacy policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.
18. Confidentiality
The Customer shall keep confidential all Confidential Information of the Supplier and shall only use the same as required to perform the Contract.
19. Force majeure
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so.
20. Termination
20.1 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if:
20.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;
20.1.2 the Customer commits a material breach of the Contract which is not remedied within 7 Business Days of receiving written notice of such breach;
20.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 14 days after the date that the Supplier has given notification to the Customer that the payment is overdue; or
20.1.4 the Customer, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
20.1.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
21. Entire agreement
21.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
21.2 Nothing in these Conditions purports to limit or exclude any liability for fraud.
22. Variation
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and is duly signed or executed by, or on behalf of, the Supplier.
23. Assignment
The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier's prior written consent.
24. Set-off
23.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
24.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
25. Waiver
No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power remedy.
26. Compliance with law
The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
27. Third party rights
A person who is not identified or identifiable in the Contract shall not have any rights under the Contracts (Third Party Rights) (Scotland) Act 2017 to enforce any of the provisions of the Contract.
28. Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Scotland.
29. Jurisdiction
The parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
ZIBU DESIGNS LTD CONDITIONS OF SALE
DEFINITIONS
1. In these Conditions the expression "the Seller" shall mean Zibu Designs Limited. The registered office of the Seller is 23 The Wynd, Dunshalt, Cupar, Fife, Scotland. KY14 7HE. The expression "Buyer" shall mean the person, firm or company from whom an order for Goods is received by the Seller. The expression "the Goods" shall mean articles, things, materials, or commodities or any of them described in the order. The expression "Specification" means the technical description (if any) of the Goods contained or referred to in the order. The expression "Order" means the Order placed by the Buyer with the Seller for the supply of Goods.
GENERAL
2. These Conditions contain the entire obligations between the Seller and the Buyer and in the case of any inconsistency between any letter or quotation incorporating or referring to these Conditions and any order., letter or form of contract sent by the Buyer to the Seller whatever may by their respective dates, the provisions of these Conditions shall prevail. No variations of these Conditions shall be binding unless made in writing and signed by a duly authorised representative of the Seller on behalf of the Seller and similarly signed on behalf of the Buyer. Any concession made or latitude allowed by the Seller to the Buyer shall not affect the strict rights of the Seller under these Conditions. If in any particular case any or any part 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. The headings contained in these Conditions are for reference only and shall be disregarded in interpreting the Conditions.
ORDERS
3. Quotations are only submitted and orders are only accepted subject to these Conditions. All prices quoted are inclusive of Value Added Tax and quotations remain open for acceptance for a period of thirty days from the date of the quotation.
4. The Seller reserves the right to withdraw or revise any quotation after it has been made so that no order shall be binding on the Seller unless and until has been confirmed in writing on behalf of the Seller by a duly authorised representative.
PRICES
5. (a) Subject to any variations as are mentioned in (b) and (c) below which may be added thereto the Seller's prices which are applicable are the prices ruling at the date of despatch and at the date of order.
(b) The Seller's prices for the time being in force are subject to variation at any time to take account inter alias of variations in wages, materials or other costs and if applicable fluctuations in currency exchange rates and although under no obligation to do so, the Seller will endeavour to inform the Buyer immediately of any price change since the date of the quotation. The Seller accordingly reserves the right to adjust the invoice price by the amount of only increase or decrease in such costs after the prices quoted and the invoice price so adjusted shall be payable as if it were the original contract price.
(c) If after an order has been confirmed in accordance with Condition 4 above the Seller's costs are increased by
(i) legislative measures of any government or legislative involving new or additional duties or charges: or
(ii) any increase in road haulage rates, railway rates, air freights or shipping freights or when goods are sold at a price which includes insurance, any increase in the costs of insurance: the Seller reserves the right to adjust the invoice price by the amount of any such increase and the invoice price so adjusted shall be payable as if it were the original contract price.
(d) In respect of Orders for delivery in the U.K. all prices are inclusive of carriage and packaging and Valued Added Tax at the appropriate rate will be added thereto. All packages are non-returnable.
(e) In respect of Orders for delivery in the U.K. all invoices must be paid in Sterling unless special arrangements are made and confirmed in writing by a duly authorised representative of the Seller.
(f) In respect of Orders for delivery outside the U.K., the Contract will state whether the Goods are sold F.O., C>.I.F., F.A.S., or otherwise as the case may be and all will be exclusive of packaging which is charged at extra cost. All packages are non-returnable. Where goods are sold F.O.B., the Seller shall be under no obligation to give the notice specified in Section 32 Sale of Goods Act 1979 of any statutory modification, amendment, or re-enactment of the same.
(g) If required by the Buyer the Seller may, but shall be under no obligation to, arrange insurance and transportation on the Buyer's behalf and at the Buyer's expense and all such insurance or transport arranged by the Seller shall be deemed to have been arranged by the seller as agent for the Buyer.
(h) In respect of Orders for delivery outside the U.K. the Order must specify whether the currency in which the invoice is to be paid is to be sterling or another convertible currency and if so which.
6. Where Specifications are to be supplied the Buyer shall supply such Specifications in reasonable time to enable the Seller to complete delivery within the period agreed.
7. The Buyer agrees to pay for any loss or extra cost incurred by the Seller through the Buyer's instructions or lack of instructions or through failure or delay in taking delivery or through any act or default or negligence on the part of the Buyer, it's servants, agents, officers or employees.
ADDITIONAL COSTS
TERMS OF PAYMENT
8. (a) The terms of payment in respect of Orders for delivery in the U.K. are that payment must be made in full on or before
(b) The price of the Goods whether for delivery outside the U.K. or inside the U.K. shall be due in full to the Seller in accordance with the terms of the Order and the Buyer shall not be entitled to exercise any set-off, lien or any other similar right or claim.
(c) All payments shall be applied to invoice and to Goods listed in such invoices in the order determined in its discretion by the seller.
(d) If full payment is not received by the Seller by the due date then without prejudice to its other rights the seller shall be entitled to require the immediate return to the seller
9.(a) If the Goods are delivered whether outside or inside the U.K. in
(d) Without prejudice to any other rights the Seller may have under these Conditions, if the Seller receives information which throws doubt on the creditworthiness of the Buyer, then the seller shall have the right to demand immediate payment of all outstanding invoices and to demand payment on account in respect of Orders which have been placed and confirmed in writing by the Seller but for which no invoices have been submitted and if no payment in advance is made in respect of such Orders, the Seller may at its absolute discretion without any liability whatsoever cancel such Order.
DELIVERY
10. (a) The date or period for delivery shall be the date or period stated in the Order.
(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 Seller. Time shall not be of the essence of any contract nor shall the Seller be under any liability for delay in delivery for any reason whatsoever. Whether or not such reason is beyond the seller's reasonable control unless expressly agreed in writing at or before the date of the Order in which case the seller's liability shall be limited to such liquidated damages as may be specifically agreed in writing. Without prejudice to the generality of the foregoing any delay in delivery of any instalments of Goods shall not entitle the Buyer to refuse any subsequent instalment or otherwise repudiate the contract.
(c) All the Goods for delivery in the U.K. shall cease to be put at risk of the Seller in accordance with the contract and depending on whether the Goods are sold F.O.B, C.I.F., F.A.S. or otherwise as the case may be.
(d) If the Goods are to be delivered outside the U.K. the Buyer will be responsible for obtaining all consents and licences which are necessary to enable it to import and use the Goods and for all necessary consents (including Exchange Control Consent) to enable it to make payment for the Goods and the Buyer shall pay all expenses whatsoever incurred in connection with such matters all import duties fees and charges and all taxes on importation.
11. (a) If for any reason whatsoever delivery is not accepted by the Buyer then without prejudice to any other claim or remedy which the Seller may have against the Buyer, the Seller shall have the option either to sell the Goods or any of them elsewhere and charges the Buyer for any difference in the sale price or outside warehouse at the Buyer's expense. In the event of such warehouse charges not being paid by the Buyer then the seller shall have the right to sell all or any of the Goods to defray the cost of sale and warehousing and charge the Buyer for any difference between the sale price and the contract price of such goods. Without prejudice to the above terms of this clause the Seller shall charge a minimum cancellation charge of 15% of the net order value as a contribution to the said costs and expenses such cancellation charge to be paid within three days of cancellation.
(b) If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions before the Seller's estimated delivery date, then without prejudice to its other rights the seller may charge interest (both before and after judgement) at the rate of 3% over Barclays Bank PLC base lending rate from time to time in force on the price payable for the Goods from the due date to the date of actual delivery (both date inclusive).
12 (a) The Seller shall not be liable for any claim for non-delivery, partial loss or damage to the Goods or any of them unless the Seller is notified in writing by the Buyer to the Seller (with a copy to the carrier if a carrier has been used to deliver the Goods):
(i) within seven days of receipt of the Goods concerned for partial loss or damage followed the Seller agrees are not of reasonable quality is limited either to giving the Buyer a reasonable credit or allowance in respect thereof (or at the option of the Seller to replace the Goods or any of them) or to give the Buyer the benefits (if any) which the Seller may have under any warranty or guarantee. The Buyer is entitled only to the advantage of one of the options and not both. In no circumstances whatsoever shall the maximum liability of the Seller for the Goods of allowance is made or the Goods are replaced as aforesaid, the Buyer shall make no further claim against the Seller whatsoever in respect of the Goods concerned or for any alleged consequential loss arising from their defective condition or from non-delivery, partial loss or damage and the Seller shall forthwith be wholly and completely discharged from all and any liability whatsoever for any claims in respect of such Goods.
(ii) within fourteen days of the date when the Goods concerned should have been received for non-delivery, followed by a complete claim in writing within thirty days of the date of consignment.
(b) The Seller shall not be liable for any claim in respect of quality of the Goods unless such claim is made in writing by the Buyer to the seller within seven days from the date of delivery.
(c) Without prejudice to any other provision of these Conditions unless notice of loss or damage to the Goods and the general nature of it be given in writing to the seller and to the carrier at the place of delivery before or at the time of delivery of removal of the Goods unto the custody of the person entitled to delivery or if the loss or damage be not apparent within seven days thereafter such delivery or removal shall be conclusive proof of delivery of the Goods as described by the Contract.
(d) The Seller's liability in the event of a substantial claim for non-delivery, partial loss or damage and in respect of Goods which
RETENTION OF TITLE
13. (a) Notwithstanding delivery and the passing of risk in the Goods, or any other provisions of these conditions, the property in the Goods shall not pass to the Buyer and shall be retained by the Seller until the Seller has received in cash or cleared funds payment in full of the price of the Goods and of all sums due in connection with the supply of all Goods and services to the Buyer by the Seller at any time.
(b) If any of the Goods owned by the Seller are incorporated into other goods and are not identifiable and separable from the resulting composite or mixed goods, title to the resulting composite or mixed goods shall vest in the Seller and shall be retained by the Seller for as long as and on the same terms as those on which it would have retained title to the Goods in question.
(c) The Buyer shall hold all Goods owned by the Seller as the Seller's fiduciary agent and bailee, shall store them in such a way that they are clearly identifiable as the Seller's property, shall maintain records of such Goods identifying them as the Seller's property and shall keep them properly stored protected, and insured. The Buyer shall be entitled to resell or use such Goods in the ordinary course or its business but shall account to the Seller in respect of the proceeds of sale or otherwise of such Goods whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separated from any other monies or property of the Buyer and third parties, and in the case of tangible proceeds, properly identified, stored, protected and insured. The Buyer shall maintain records of the persons to whom it sells or dispose of such Goods and of the payments made by such persons for such Goods and will allow the Seller to inspect these records and the Goods themselves on request. The seller shall be entitled to trace the proceeds of sale or otherwise of such Goods.
(d) For the avoidance of doubt, all products and goods into which Goods have been incorporated in the Buyer's possession shall be presumed to belong to the Seller unless the Buyer can prove otherwise.
(e) Until such time as the property in any Goods owned by the Seller passes to the Buyer, the Seller shall be entitled at any time to require the Buyer to deliver up such Goods owned by the Seller and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where such Goods are stored and repossess them. The Buyer shall procure that any third party which holds such goods shall permit the Seller to take possession of them. The Seller shall be entitled to use or dispose of such Goods as it wishes PROVIDED THAT, in the case of composite or mixed Goods, title to which vests in the Seller as a result of the incorporation of any item of the Products, the Seller shall account to the Buyer (subject to any set off to which the Seller is entitled) for any excess of the amount received in respect of such Goods over the amount due to the Seller up to the amount of the direct costs or expenses incurred by the Buyer in connection with the production of such Goods but shall itself retain any balance. Unless the Seller expressly ejects otherwise any contract between it and the Buyer for the supply of the Products shall remain in existence notwithstanding any exercise by the Seller of any of its rights under the clause.
(f) The Buyer 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 Seller but if the Buyer does so all monies owing by the Buyer to the Seller (without prejudice to any other right or remedy of the Seller) forthwith become due and payable
GOVERNING LAW
These Conditions and any contract of which they form a part shall in all respects be governed by Scottish law and shall be deemed to have been made in Scotland. The parties hereby submit to the non-exclusive jurisdiction of the Scottish Courts.
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