All orders for goods made by you (“the Purchaser”) and accepted by Pioneer Oil Tools Ltd (company number SC083996) (“the Supplier”) are accepted subject to the following conditions, which shall comprise and govern the contract of sale between the parties. Provision of a purchase order shall be deemed to be acceptance of these conditions of sale by the Purchaser. Any term sought to be imposed by the Purchaser either in a document or otherwise that conflicts with or adds to these conditions is not accepted. No agent or representative of the Supplier has authority to vary these conditions unless accepted in writing by a director of Pioneer Oil Tools Ltd.

1. Payment and Price
(a) Quotations constitute an offer for a period of thirty days from the quotation date inclusive, any deviation from this offer period will be noted in writing on the quotation. Thereafter the offer is withdrawn.
(b) All invoices are due for payment at the end of the period shown on the invoice; the start of the period to commence on the invoice date. Payment is to be made in the same currency as the offer (normally sterling) unless otherwise agreed in writing by the Supplier.
(c) All prices are quoted exclusive of VAT unless they are clearly marked otherwise.
(d) Where an account becomes overdue, the Supplier reserves the right to charge interest under the provisions of the Late Payment of a Commercial Debts (Interest) Act 1998; additionally the Supplier reserves the right to exercise its entitlement to compensation from the Purchaser as provided for in the aforementioned act.
(e) Except where agreed in writing by the Supplier, prices are based on goods being made available ex-works from the Supplier’s premises in Arbroath, Scotland.

2. Delivery of Goods
(a) The Supplier will use its best endeavours to comply with the date named for despatch or delivery which date is given and intended as estimate only and is not to be the essence of the contract.
(b) In the event of the supply either in part or in whole being delivered to the Purchaser on a date later than the named date that shall not render the Supplier liable for any loss suffered by the Purchaser as a result.

3. Risk and Retention of Title
(a) Risk in the goods supplied by the Supplier under these terms passes to the Purchaser at the time of delivery.
(b) Notwithstanding delivery and the passing of risk in the goods, ownership of the goods shall not pass to the Purchaser until the Supplier has received in cash or cleared funds payment in full of (i) the price of the goods supplied and (ii) all other goods agreed to be sold by the Supplier to the Purchaser for which payment is then due.
(c) Until such time as title to the goods passes to the Purchaser: (i) the Purchaser shall hold the goods as the Supplier’s fiduciary agent and shall keep the goods separate from those of the Purchaser and third parties and properly stored, protected, insured and identified as the Supplier’s property; and (ii) the Supplier may at any time require the Purchaser to return the goods and, if the Purchaser fails to do so immediately upon request, enter on any premises of the Purchaser or any third party where the goods are stored in order to repossess those goods.   
(d) The Purchaser must not create any form of security over any of the goods which remain the property of the Supplier and, if it does, all monies owing by the Purchaser to the Supplier shall (without limiting any other right or remedy of the Supplier) immediately become due and payable.  
 
4. Design Variation
The Supplier operates a policy of product improvement on its own brand products. Design variation is an inevitable consequence of this policy and no such variation shall entitle the Purchaser to rescind the contract or shall be the subject of any claim against the Supplier by the Purchaser. Where the Purchaser has authorised a concession request by the Supplier, the design variation specified in the concession request shall not entitle the Purchaser to rescind the contract or shall be the subject of any claim against the Supplier by the Purchaser irrespective of who the design authority is.

5. Returned Goods
(a) The Supplier will not accept goods for credit, replacement or rectification unless such return has been authorised in writing by the Supplier. Whether to replace or rectify the goods or whether to issue a credit note in respect thereof is at the discretion of the Supplier.
(b) Where the Supplier has authorised the return of goods for credit as per clause 5(a) of this document, withstanding any other consideration excepting that arising in a case of a default or breach on the part of the Supplier specifically and directly associated with the whole or part of the goods of the supply, a ten percent restocking charge will be deducted from the credit for all those goods not exempted by reason of a breach or default on the part of the Supplier.
(c) The Purchaser shall unless otherwise stated be responsible for the cost of outward and return carriage and insurance of all goods returned by the Purchaser to the Supplier for service or credit which goods shall be at the risk of the Purchaser until actual receipt of the goods by the Supplier. The onus of proof of safe delivery shall rest with the Purchaser.
(d) All items returned to the Supplier by prearrangement and found to contain no fault will be returned to the Purchaser at the Purchaser’s cost.
(e) No credit shall be allowed for goods until they have been received complete.

6. Consequential Loss
The extent of the Supplier’s liability to the Purchaser for any default or breach whatsoever and howsoever arising shall in no case exceed the invoice value of the goods and the Supplier shall in no circumstances whatsoever be liable to the Purchaser in respect of any loss or damage whether suffered by the Purchaser or any customer of the Purchaser and whether direct, indirect, consequential, or however else arising.

7. Insolvency of Purchaser
This clause 7 applies if:

(a) the Purchaser makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes sequestrated or bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or a moratorium comes into force in respect of the Purchaser (within the meaning of the Insolvency Act 1986); or
(b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Purchaser (including any goods supplied to the Purchaser by the Supplier under these terms of sale); or
(c) any other proceedings are commenced relating to the insolvency or possible insolvency of the Purchaser;
(d) the Purchaser ceases, or threatens to cease, to trade or carry on business; or
(e) the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.

If this clause applies then, without limiting any other right or remedy available to the Supplier (including the right to claim damages for any loss suffered), the Supplier may cancel its contract with the Purchaser or suspend any further deliveries under such contract without any liability to the Purchaser, and if any goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

8. Law
(a) If any part of these terms and conditions shall be found to be unlawful it shall not affect the validity or enforceability of the remainder of the conditions.
(b) This contract is and shall be deemed to have been made in Scotland and shall in all respects be governed by Scots Law.

Payment
Pioneer Oil Tools Ltd accepts payment as follows:
Postal/Money Order Only UK Sterling Postal Orders accepted. Please cross the order with the words A/C PAYEE ONLY.
Cheques are accepted. Please cross the order with the words A/C PAYEE ONLY. Foreign cheques must be drawn on a UK bank in Sterling, otherwise further charges may be made.
Building Society or Bankers drafts are accepted.
Bank Transfer We can accept CHAPS and BACS transfers.
Our bank is the Clydesdale Bank PLC, 2 Panmure Street, Brechin DD9 6AP. Sort Code 82-61-09. Account number 00066595.
BACS code is GB65CLYD82610900066595 and our Swift Code is CLYDGB2S
Please contact our accounts department if you have any queries on paying by this method.

Credit Terms

Credit may be extended to Purchasers at the discretion of the Supplier. Our normal terms are 30 days from date of invoice. Contra Arrangement Exchange of goods or services can only be used to settle invoices by the express written permission of the Supplier.

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