Terms and Conditions
Conditions of Sale
In these Conditions “the Company” shall mean Barclay & Mathieson
Ltd. and/or any subsequent company and “the Buyer” shall mean any
person, firm, company or other organisation placing an order with the
The titles of these conditions are not part of them and are for
convenience of reference only.
2. APPLICATION & VARIATION OF CONDITIONS
These Conditions shall be incorporated in all contracts for the sale of
goods by the Company and any provision of the Buyer’s order which
is inconsistent with them shall be of no effect. These conditions
cannot be varied without the prior written agreement of the Company
stating the variation and referring expressly to the condition which is
to be varied.
3. DELIVERY DATES
Dates or periods quoted for delivery are approximate, given for
information only and time shall not be of the essence in relation to
them. Failure by the Company to comply with any such dates or
periods shall not constitute a breach of contract and shall not entitle
the Buyer to treat the contract as terminated or to any other remedy
against the Company.
4. FORCE MAJEURE
Notwithstanding any variation of Condition 3 in accordance with
Condition 2, the Company shall not be liable for delay in delivery or
failure to make delivery of any goods due to force majeure, including
but without prejudice to the generality of the foregoing war, rebellion,
revolution, strikes, lockouts, breakdown of plant or governmental or
other regulations, rules, laws or decrees.
The Company will take the measures it deems appropriate to guard
against the consequences of such force majeure.
Unless fixed prices have been expressly agreed by the Company the
price payable by the buyer shall be the company’s price prevailing
at the date of despatch of each delivery. Prices may be subject to a
delivery charge and to charges for test certificates where appropriate
and are subject to the addition V.A.T.
Irrespective of prices being fixed or variable, the Company reserves
the right to add surcharges such as for alloy or scrap content or
any other factor as imposed by the producer of the goods, and with
immediate effect whenever such a charge is made.
Payment is due by the end of the month following the month of
despatch. The Company shall be entitled to charge interest on any
sums not so paid. Such interest shall be calculated on a day-to-day
basis on the amount outstanding from the due date of payment at a
rate on 3% in excess of the highest rate at which The Bank of Scotland
base lending rate stood at any time within which the debt remained
The Buyer shall not be entitled to withhold payment of any sums due
to the Company by reason of any disputed claim of the Buyer for
defective goods or alleged breach of the contract by the Company.
The Company reserves the right to require payment on the basis of
cash with order.
Where the goods are packed or protected as specified in the contract
or in the event of no such specification the goods are delivered
without any sufficient packing or protection the Company shall not be
liable for any deterioration or damage suffered by the goods during
carriage or delivery.
a) In the U.K. – In all cases the Buyer warrants that in cases where
delivery is to be made by Road Transport sufficient and suitable
access to the said destination including a road surface capable of
withstanding the weight and size of the transport and loads involved
is available. In the event of any additional costs or expense being
incurred by the Company due to any breach of such warranty the
Buyer shall reimburse the Company the full amount thereof on
b) Outside the U.K. the delivery shall be F.O.B. to such U.K. point
of departure as is mentioned in the Buyer’s order unless otherwise
agreed in writing.
c) If the Buyer refuses to accept delivery of any consignment of the
goods during the time agreed for delivery without valid reason the
Company has the right to make an additional charge to cover the
extra cost caused by the refusal.
The Buyer shall be deemed to have accepted the goods and it shall
be conclusively agreed that the goods are in accordance with the
a) Within 7 days after receipt of the goods and prior to their use or
resale the Buyer serves on the Company a written notice specifying
the alleged defect in the quality or state of the goods which would be
apparent upon careful inspection or by such testing as it is reasonable
in all the circumstances for the Buyer to undertake and thereafter
provides the Company with a reasonable opportunity of inspecting or
testing the goods before they are used or resold.
b) If the alleged defect in the quality or state of the goods would not
be apparent upon careful inspection or reasonable testing the Buyer
serves on the Company written notice of such defect forwith upon
its discovery and in any event not more than 4 months after receipt
of the goods specifying the matters complained of and affording the
Company a reasonable opportunity of inspecting the goods before
any making good or replacement is undertaken.
11. DEFECTIVE GOODS
a) Provided that the Buyer has complied with Condition 10, if
the goods or any part thereof are defective in quality or state or
(expect for any discrepancy in weight or quantity) otherwise not in
accordance with the Contract then if the Company and the Buyer do
not agree that the Buyer shall accept the goods at an agreed value or
that the goods should be made good at the Company’s expense the
Company will accept the return of the goods by the Buyer and at the
Buyer’s option either:
(i) repay or allow the Buyer the invoice price thereof
and any reasonable costs incurred by the Buyer
for the purpose of transporting the goods back to the Company; or
(ii) replace the goods by delivering replacement goods as soon as
reasonably practicable and in all other respects in accordance with
b) The obligations of the Company under section (a) of this Condition
are in substitution for any other legal remedy of the Buyer and the
liability of the Company shall for all purposes be limited to the cost of
making good, the giving of any appropriate credit or repayment of the
replacement of the goods in accordance with that Section. Under no
circumstances shall the Company be liable for any other loss damage
or expense occasioned by any breach of contract negligence or
breach of any duty of the Company whatsoever and howsoever such
loss or damage or expense may have been caused. The Company
shall not be liable for any loss or damage the Buyer may suffer be
reason of its use or sale of the goods after the Buyer has become
aware of a defect therein or ought in all the circumstances to have
become so aware.
c) Where processing of the goods has been carried out by a third
party, the Company’s liability is limited to the processor’s warranty as
to the process or the effect the process may have had on the goods
d) In no circumstances will the Company be responsible for loss or
damage beyond that expressly referred to in this clause (other than
non-excludable liability for death or personal injury resulting from
negligence on the part of the Company) and in particular liability for
any form of consequential loss is excluded.
The goods will be supplied within the tolerances stated in the current
British Standard/European Standard for the appropriate product,
where such a standard exists, unless it has been expressly agreed
otherwise, in writing, by the Buyer.
Any condition warranty or undertaking as to the fitness or suitability
of the goods for any purpose known by the Company or which may
be implied by custom of the trade or by statute or otherwise is hereby
excluded and any statement in a British or European Standard as
to suitability of the goods for any purpose shall give rise to no legal
liability on the part of the Company.
HEAD OFFICE: Barclay & Mathieson Limited Shieldhall Works, Hardgate Road, Glasgow G51 4TB
Company reg.: SC030987. VAT number: GB723932239
The risk in the goods but not the ownership shall pass to the Buyer
upon delivery. Delivery shall be deemed to take place:
a) In the case of goods to be collected from the Company’s premises
by the Buyer or by the Buyer’s agent (including any independent
carrier engaged by the Buyer) – at the time when loading of the
goods on to the vehicle collecting them is completed;
b) When goods are delivered by the Company’s transport (including
any independent carrier by the Company) – at the moment the goods
are lifted from the delivery vehicle.
14. RETENTION OF TITLE AND REPOSSESSION
Property in the goods shall remain with the seller until the price
thereof and all other sums otherwise due by the Buyer to the Seller
are paid to the Seller in full.
Until property in the goods has passed to the Buyer (and without
prejudice to its other rights) the Company and its employees and
agents (with such plant and vehicles as the Company considers
necessary) shall be entitled to enter any premises where the goods
are located to inspect the goods and if any of the events specified
in paragraphs (a), (b), (c) or (d) of Condition 17 has occurred without
prior notice to the Buyer to re-possess, take away and re-sell the
Claims for non delivery, discrepancy in weight or damage must be
notified within seven days of the date of despatch.
All goods are sold on the basis of weighed weight or calculated
weight or quantity according to the Company’s practice for that
product. Sizes are supplied within the rolling tolerances as laid down
by the producers. Where weighed weight is chargeable, the count
is not guaranteed and claims based solely upon count cannot be
The Company shall be deemed to have fulfilled the contract if the
goods delivered are within a tolerance of 10 per cent above or below
the quantity ordered.
Orders cannot be cancelled except with the Company’s consent
and on terms which will indemnify the Company against loss and
expenses incurred. Any goods returned without the Company’s
consent will not be accepted for credit.
The Company shall be entitled, without prejudice to its other rights
and remedies, either to terminate wholly or in part any or every
contract between itself and the Buyer or to suspend any further
deliveries under any or every such contract in any of the following
a) Any diligence or other legal process being levied upon any of the
b) If any debt is due and payable by the Buyer to the Company but is
c) If the buyer has failed to take delivery of any goods under any
contract between it and the Company otherwise than in accordance
with the Buyer’s contractual rights;
d) If the Buyer becomes insolvent or enters into any composition or
arrangement (including a voluntary arrangement) with his creditors
or being a body corporate has passed a resolution for voluntary
winding-up except where solely for the purpose of amalgamation or
reconstruction or if a petition has been presented for an order for its
winding-up or for a receiver (including and administrative receiver)
or administrator to be appointed or if any such order or appointment
is made or if being an individual or partnership the Buyer suspends
payment of his or their debts in whole or in part or if an application
has been made for an interim order or a petition has been presented
for a bankruptcy order or if any such order is made or if the Buyer
whether or not a body corporate shall carry out or be subject to any
analogous act or proceedings under foreign law.
In the event of a termination by the Company of the contract in
accordance with sections (a), (b), (c) or (d) above or any cancellation
and/or repudiation of the contract by the Buyer the Company shall be
entitled to recover as damages from the Buyer the following:-
(i) The value including any work completed or goods manufactured
at the date of termination.
(ii) The value of any work begun or goods begun to be manufactured
but not completed at the date of termination including the cost of
materials, labour, overheads and profit in connection therewith.
(iii) A sum representing any further profit which the Company would
have made on the contract but its termination such profit to be
determined by the Company’s Auditors whose decision shall be
conclusive and binding on the Buyer.
The rights of the Company and the Buyer shall not be prejudiced or
restricted by any indulgence or forbearance extended by either party
to the other and no waiver by either party in respect of any breach
shall operate as a waiver in respect of any subsequent breach.
The contract shall not be assigned by the Buyer to any third party
without the prior written consent of the Company.
a) The Buyer shall be solely responsible for the accuracy of any
drawings, specifications or other information supplied to the
Company by the Buyer, its employees or agents and in conformity
with which the Company is to supply the goods or is to apply any
process or service in relation to goods of the Buyer notwithstanding
that the Company may have examined, inspected, studied or
commented to the Buyer upon any such drawings, specifications or
b) The Buyer shall indemnify the Company against all actions,
proceedings, claims, costs and expenses which may be brought
against or incurred by the Company by reason of its supplying the
goods or applying any process or service in relation to goods of the
Buyer in accordance with any such drawings, specifications or other
information whether or not it is alleged in such actions, proceedings
and claims that patent, trade mark, design, copyright or other
intellectual property or other exclusive right of any third party has been
21. BUYER’S ACKNOWLEDGEMENT AND UNDERTAKING
The Buyer acknowledges having been supplied by the Company with
all necessary information concerning
any possible danger to health or safety of the Buyer’s employees at
work emanating from or associated with the goods supplied in this
contract and undertakes to ensure as regards the use to which the
goods are made at the Buyer’s place of work that the provisions of the
Health and Safety at Work Act 1974 and in particular the provisions of
Section 6 thereof shall be fully complied with and agreed to indemnify
and keep indemnified the Company in respect of any claim or costs
which the Company may have to meet arising directly or indirectly
out of the supply of the goods forming part of this contract to the
Buyer and due to the Buyer’s failure to properly comply with the
terms of this undertaking or the provisions of the said Act or any other
Statutory provisions or modifications thereof.
22. LAW OF THE CONTRACT
The contract shall in all respects be governed by the Law of Scotland
and shall be deemed to have been made in Scotland and the
Scottish Courts shall have jurisdiction in connection therewith or in
connection with any question arising hereunder. In particular it is
hereby declared and agreed that the Uniform Laws on International
Sales Act 1967 and any statutory modification or re-enactment
thereof shall not apply to the Contract of which the foregoing are
Any notice authorised or required to be given pursuant to these
Conditions shall in the case of a notice to the Company be sent to it
at its registered office and shall in the case of a notice to the Buyer
be sent to the Buyer at its registered office if the Buyer is a company
and in any other case to the address of the Buyer last known to the
Company. Any such notice may be given by hand, by post or by
telex. To prove service in the case of a notice given by post it shall
be sufficient to show that the notice was despatched by first class
recorded delivery service in a correctly addressed and adequately
stamped envelope and to prove service in the case of notice given
by telex it shall be sufficient to show that the telex transmission was
made to correct telex number. Service shall be deemed to have been
effected 24 hours after despatch by post or telex transmission.