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Terms and Conditions

Conditions of Sale

1. DEFINITION

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

Company.

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.

5. PRICES

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.

6. SURCHARGES

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.

7. PAYMENT

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

unpaid.

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.

8. PACKING

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.

9. 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

demand.

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.

10. ACCEPTANCE

The Buyer shall be deemed to have accepted the goods and it shall

be conclusively agreed that the goods are in accordance with the

contracts unless:

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

the Contract.

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

themselves.

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.

12. STANDARDS

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

13. RISK

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

goods.

15. WEIGHT

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

accepted.

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.

16. CANCELLATION

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.

17. TERMINATION

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

events:

a) Any diligence or other legal process being levied upon any of the

Buyer’s assets.

b) If any debt is due and payable by the Buyer to the Company but is

unpaid;

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.

18. WAIVER

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.

19. ASSIGNMENT

The contract shall not be assigned by the Buyer to any third party

without the prior written consent of the Company.

20. SPECIFICATION

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

other information.

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

infringed.

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

conditions.

23. NOTICES

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.