SOLWAY CONSULTING GROUP LTD.
STANDARD TERMS AND CONDITIONS OF SALE FOR SHEEMS SYSTEMS & SPARES
These terms and conditions of sale (“Agreement”) are applicable to any order placed with and accepted by the Solway Consulting Group Ltd (referred to herein as “SCGL”):
1. SCOPE OF AGREEMENT.
SCGL, upon acceptance of an Order placed by the Buyer, will supply the products specified in the Order (the “Work”) to the Buyer, pursuant to the terms and conditions of this Agreement and its exhibits and SCGL’s acceptance of such order submitted by the Buyer is expressly limited to the terms and conditions of this Agreement notwithstanding any contrary provision contained in the Buyer’s purchase orders, invoices, acknowledgements or other documents. The details of the Work (e.g. quantity, price, and product specifications) shall be set forth in the relevant Order.
2. PRICE AND TERMS.
(a) The prices payable by the Buyer for goods and services to be supplied by SCGL under this Agreement will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude shipping and taxes. (b) Payment terms are net thirty (30) calendar days from the date of the invoice. If the Buyer does not pay an invoiced amount within terms, the Buyer will in addition pay finance charges of one and one-half percent (1.5%) per month on the late balance and SCGL reserves the right to (1) withhold shipment of the Work until full payment is made; and/or (2) revoke any credit extended to Buyer. In the event that the Buyer’s account is more than ninety (90) days in arrears, the Buyer shall reimburse SCGL for the reasonable costs, including legal fees, of collecting such amounts from the Buyer. In the event of any dispute regarding an invoice, no finance charges will apply in the event that the Buyer provides written notice of the dispute prior to the due date for such payment. (c) Upon reasonable request by SCGL, the Buyer shall provide copies of its most recent audited financial statements or other reasonable evidence of its financial capacity and such other information as SCGL reasonable requests to determine credit status or credits limits. (d) the Buyer shall provide notice within five (5) business days of the occurrence of any event which materially affects the Buyer’s ability to perform its obligations under this Agreement including but not limited to: (i) the material default of any supplier or sub-contractor; (ii) labour strike or dispute; or (iii) material uncured default with respect to any debt obligations of the Buyer. (e) Pricing schedules (whether attached to this Agreement or an Order) are subject to change upon a change in the price of applicable raw materials (as reflected on a recognized trade or commodity pricing tracker) in excess of five percent (5%) from the date of such schedule. (f) Unless otherwise specified in the Order, Work will be delivered FOB SCGL’s manufacturing facility and will be shipped to the Buyer via carriers selected by SCGL. Title in the Goods shall not pass to the Buyer until SCGL has been paid in full for the Goods.
Orders accepted by SCGL are subject to cancellation only with the express written consent of SCGL.
In the event any inventory is maintained by the SCGL on behalf of the Buyer, additional conditions will apply, which are available on request.
5. INTELLECTUAL PROPERTY.
Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by SCGL as of the date of the Order shall be and remain the sole and exclusive property of SCGL.
6. CONFIDENTIAL INFORMATION.
Any information that parties receive or otherwise have access to incidental to or in connection with this Agreement (collectively, the “Confidential Information”), shall be and remain the property of the disclosing party. Confidential Information shall not include information which: (i) was in the possession of the Receiving Party at the time it was first disclosed by the Disclosing Party; (ii) was in the public domain at the time it was disclosed to the Receiving Party; (iii) enters the public domain through sources independent of the Receiving Party and through no breach of this provision by the Receiving Party; (iv) is made available by the Disclosing Party to a third party on an unrestricted, non-confidential basis; (v) was lawfully obtained by the Receiving Party from a third party not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or (vi) was at any time developed by the Receiving Party independently of any disclosure by the Disclosing Party. Confidential Information may be used to the extent necessary to perform this Agreement and the parties shall not disclose Confidential Information to any third party, except to its agents (who have executed confidentiality agreements containing terms substantially similar to the terms) as necessary to provide the Work hereunder. In no event shall the Buyer acquire any right, title or interest in and to any product or process information, including related know how, either existing or developed during the course of the business relationship with SCGL and the Buyer, and in no event shall SCGL acquire and right, title, or interest in and to any materials or information provided to it by the Buyer.
The indemnifying party, as Indemnitor, shall indemnify, defend and hold harmless the indemnified party, as Indemnitee, its officers, directors, employees, agents, subsidiaries, and other affiliates from and against any and all claims, damages, liabilities, and expenses (including attorney fees) arising from any third-party claim based on Indemnitor’s (or its agent’s) breach of any representation, warranty, covenant, agreement, or obligation under the Order or this Agreement.
In addition to all other rights to which a party is entitled under this Agreement, if the Buyer breaches any term of the Order or the Agreement, SCGL shall have the right to: (a) terminate the Order immediately upon written notice to the buyer; and (b) seek to obtain injunctive relief to prevent such breach or to otherwise enforce the terms of this Agreement. Failure to properly demand compliance or performance of any term of the Order or this Agreement shall not constitute a waiver of SCGL’s rights hereunder and prior to any claim for damages being made for non-conformance or breach. The Buyer shall provide SCGL with reasonable notice of any alleged deficiencies in the Work or performance under the Order or this Agreement and SCGL shall have a reasonable opportunity to cure any such alleged non-conformance or breach. Any damages, shortages, over deliveries and duplicated orders should be reported to SCGL within 14 days of signed receipt to enable replacement or refund. SCGL shall not be liable for any all loss or damage suffered by the Buyer in excess of the contract price.
SCGL warrants that the products shall reasonably conform to specifications in all material respects. In the event of any breach of this warranty, the Buyer’s exclusive remedy shall be that SCGL shall, at its option, repair or replace any defective goods at no cost to the Buyer or refund any purchase price paid for the product.
10. LIMITATION OF LIABILITY.
Neither party shall be liable for incidental, indirect, consequential or punitive damages under this agreement
Any notice sent pursuant to the Order or this Agreement shall be sent by recorded and “signed for” mail, return receipt requested, to SCGL’s registered office or to the Buyers address stated on the Order.
Except as otherwise provided, the Order and this Agreement shall be binding upon and inure to the benefit of the parties’ successors and lawful assigns.
13. WEB LINKS.
SCGL shall not be liable for information, services & products arising from links from its website.
14. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of Scotland and the parties hereby submit to the exclusive jurisdiction of the Scottish courts. If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated. For applicable legislation and regulations go to
15. FORCE MAJEURE.
Neither party shall be liable for any failure to perform or delay in performance of this Agreement to the extent that any such failure arises from acts of God, war, civil insurrection or disruption, riots, government act or regulation, strikes, lockouts, labour disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such party’s commercially reasonable control.
Solway Consulting Group Ltd (Company number SC 565842)
8th June 2017