Terms & Conditions


1. INTERPRETATION The definitions and rules of interpretation in this condition apply in these terms and conditions. Terms defined in the particulars attached to these terms and conditions have the same meaning in these conditions and the particulars form part of the agreement between the supplier and the customer. 1.1 Definitions Business day: a day other than a Saturday, Sunday or Public Holiday in Scotland, when banks in Edinburgh are open for business. Commencement date: has the meaning given in clause 2.2 Conditions: these terms and conditions are amended from time to time in accordance with clause 15 Contract: the contract between the supplier and the customer for the supply of goods and / or services in accordance with these conditions. Default: failure to pay the fees due in line with clause 10.5 Default interest rate: shall be the Statutory Interest Rate at the time of default Delivery location: has the meaning given in clause 4.3 Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image or other device or record embodying information in any form Facilities: includes the following:- A) Access to electricity from standard approved sockets B) Access to a water supply C) Use of customers toilet and washing facilities and D) Sufficient working space E) The right to leave the supplier’s tools and materials at the premises at times when the supplier is not performing the services Farmer / client / customer: the person, firm or company who purchases services from the supplier Farmer / customer equipment: any equipment, systems, cabling or facilities provided by the customer and used directly or indirectly in the supply of services Force majeure event: has the meaning given to it in clause 14 Goods: the goods (or any part of them) set out in the order Goods specification: any specification for the goods that is provided in writing by the supplier in the quotation or otherwise as the case may be In-put material: all documents, information and materials provided by the customer relating to the services Order: the customers order for the supply of goods and/or services or the customers written acceptance of the suppliers quotation, as the case may be Parties: the supplier and the customer and “party’ shall mean either of them Payment date: Specific payment dates of 30 days from time of invoice Premises: the land and/or premises and location(s) where the supplier shall perform the services shown edged (red) on the plan and more particularly described in schedule 1 Services: the services to be provided by the supplier to the customer under the contract, together with any other services which the supplier provides, or agrees to provide to the customer. Service specification: the specific services to be provided under this agreement, the time estimates for the provision of them and the fee(s) or rates to be paid, as agreed between the parties under clause 10 and as detailed in section 2 Statutory interest rate: The rate set out by late payment of commercial debts (interest) act. Supplier: B Rae Contracting Ltd registered in Scotland with company number SC279942 and having its registered office at 47-49 The Square, Kelso, Roxburghshire, TD5 7HW Suppliers equipment: any equipment, including tools, systems, cabling or facilities provided by the supplier and used directly or indirectly in the supply of services which are not the subject of a separate agreement between parties under which the title passes to the customer. Supplier materials: has the meaning given in clause 8.1 (h) VAT: value added tax lawfully chargeable for the time being and any similar additional tax 1.2 Headings in these conditions shall not affect their interpretation 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) 1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it 1.5. A reference to writing or written includes faxes and emails. 1.6 Any obligation in the contract on a person not to do something includes without limitations an obligation not to agree, allow, permit or acquiesce in that thing being done 1.7 Any words following the terms including, include, in particular, for example or any other similar expressions shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms 1.8 References to conditions are to the conditions contain herein

2. APPLICATION OF CONDITIONS The orders constitutes an offer by the customer to purchase goods and/or services in accordance with the conditions 2.1 These conditions shall: - Apply to and be incorporated into the contract; and - Prevail over any inconsistent terms or conditions contained, or referred to, in the Customers purchase order, confirmation of order, acceptance of a quotation or specification or other document supplied by the customer, or implied by trade custom, practice or course of dealing 2.2 The order shall only be deemed accepted when the supplier issues written acceptance of the order at which point and on which date the contract shall come into existence (commencement date) The customers purchase order, or the customer’s acceptance of a quotation for services by the supplier, constitutes an offer by the customer to purchase the services on these conditions. No offer placed by the customer shall be accepted by the supplier other than: by a written acknowledgement issued and executed by the supplier; or (if earlier) by the supplier starting to provide the services, when a contract for the supply and purchase of the services on these conditions will be established. The customers standard terms and conditions (if any) attached to enclosed with or referred to in any purchase order to other document shall not govern the contract 2.3 Quotations are given by the supplier on the basis that no contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that the supplier has not previously withdrawn it. 2.4 All of these conditions shall apply to the supply of both goods and services except where application to one or the other is specified.

3. COMMENCEMENT & DURATION 3.1 The services supplied under the contract shall be provided by the supplier to the customer from the commencement date 3.2 If the contract is not for a specified period or service or the supply of services continues after the period expires, subject to condition 13, the provisions of this condition shall apply. The contract shall continue until it is terminated by one of the parties giving to the other not less than three months notice, such notice to expire three months after it is given or upon such later date as may be specified in that notice. 3.3 The supplier shall subject to the other terms of these conditions provide the services for such time as is necessary to perform the tasks set out in the order form or specification or as agreed by the parties to this agreement

4. GOODS & DELIVERY OF GOODS The goods are described in the goods specification. The supplier reserves the right to amend the goods specification if required by supply difficulties or by any applicable statutory or regulatory requirement, and the supplier shall notify the customer in any such event 4.1 The supplier shall ensure that the delivery of goods is accompanied by a delivery note which shows the date of the order, the type and quantity of goods, special storage instructions (if any) and, if the orders is being delivered by instalments the outstanding balance of goods remaining to be delivered 4.2 If the customer is required to return any packaging material to the supplier, the customer shall make any such packaging materials available for collection at such times as the supplier shall reasonably request. Returns of packaging materials shall be at the suppliers expense 4.3 The supplier shall deliver the goods to the location set out in the order or such other location as the parties may agree at any time after the supplier notifies the customer that the goods are ready. If no agreement can be reached, the goods will be delivered to the delivery location. 4.4 Any dates quoted for delivery of the goods are approximate only, and the time of delivery is not of the essence. The supplier shall not be liable for any delay in delivery of the goods that is caused by a force majeure event to the customers failure to provide the supplier with adequate delivery instructions or any other instructions that are relevant to the supply of goods such as adequate notice for service. 4.5 If the supplier fails to deliver the goods on the date quoted for delivery, the supplier and customer shall agree a new delivery date. If the supplier faults to the goods on the second delivery date, its liability shall be limited to the costs and expenses incurred by the customer in obtaining replacement goods of similar description and quality in the cheapest market available less the price of the goods. The supplier shall have no liability for any failure to deliver goods to the extent that such failure is caused by a force majeure event or the customers failure to provide the supplier with adequate delivery instructions for the goods and / or services, such as sufficient notice provided or any relevant instruction related to the supply of goods and / or services. The supplier shall not be liable for any issues arising from delay of delivery as a result of order fulfilment  difficulties from 3rd party suppliers. 4.6 If 10 business days after the supplier notified the customer that the goods were ready for delivery the customer has not accepted delivery of them, the supplier may resell or otherwise dispose of part or all of the goods and the supplier may charge the customer for any shortfall below the price of the goods 4.7 The supplier may deliver the goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the customer to cancel any other instalment . 4.8 The parties acknowledge and agree that provision of the services is subject to weather conditions which may affect the suppliers ability to meet any deadlines set out in this agreement or otherwise agreed by the parties without limitation. Any such deadlines may be extended in any of the following circumstances: (a) there is inclement weather, especially when there is moderate or heavy rain, when the ground is frozen or almost frozen, the ground is too hard, or there is high wind (b) any delivery of goods is delayed or prevented because those goods have been of necessity grown, cultivated and/or stored outdoors, have been damaged or destroyed by adverse weather conditions In any such case, any applicable deadline shall automatically be extended up to the date when: (c) it is possible for the supplier to continue to provide the services; and / or (d) it is possible for the customer to supply goods to replace those which have been destroyed or damaged

5. QUALITY OF GOODS 5.1 The supplier warrants that on delivery, the goods shall: - Conform with their description; and - Be free from material defects in design, material and workmanship 5.2 Subject to clause 5.3 the supplier shall, at its option and in full and final settlement of any liability that it may have to the customer, repair or replace the defective goods, or refund the price of the defective goods in full if: - the customer gives notice in writing within 48 hours of delivery that some or all of the goods do not comply with the warranty set out in clause 5.1 - The supplier is given reasonable opportunity of examining such goods; and - The customer (if asked to do so by the supplier) returns such goods to the suppliers place of business at the customers cost. 5.3 The supplier shall not be liable for the service provided or the goods failure to comply with the warranty clause 5.1 if: - the customer makes any further use of such goods after giving notice in accordance with clause 5.2 - The defect arises because the customer failed to follow the suppliers oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practice - The customer alters or repairs such goods without the written consent of the supplier - The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or - The goods differ from the goods specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 5.4 Except as provided in this clause 5, the supplier shall have no liability to the customer in respect of the goods failure to comply with the warranty set out in clause 5.1 5.5 The terms of these conditions shall apply to any repaired or replacement goods supplied by the supplier 6. TITLE & RISK 6.1 The risk in the goods shall pass to the customer on delivery 6.2 Title to the goods shall not pass to the customer until the supplier receives payment in full (in cash or cleared fund) for the goods 6.3 Until title to the goods has passed to the customer, the customer shall: - store the goods separately from all other goods held by the customer so that they remain readily identifiable as the suppliers property; - Not remove, deface or obscure any identifying mark or packaging on or relating to the goods. - Maintain the goods in satisfactory condition and keep them insured against all risks for their full price on the suppliers behalf from the date of delivery - Notify the supplier immediately if it becomes subject to any of the events listed in clause 12 - Give the supplier such information relating to the goods as the supplier may require from time to time is operated by B. Rae Contracting Ltd, registered in Scotland with company number SC279942 whose registered office is at 47-49 The Square, Kelso, Roxburghshire, TD57HW. The goods you buy from this site will be purchased from B. Rae Contracting Ltd.

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