1. DEFINITIONS

In these Conditions:
“Company” means Gilmour Tools (Holdings) Ltd.
“Customer” means the person, firm or company purchasing goods or services from the Company.
“Goods” means the products supplied by the Company under the contract.
“Services” means any services supplied by the Company.
“Contract” means any agreement between the Company and the Customer for the supply of Goods or Services incorporating these Conditions.

 

2. GENERAL

a) These conditions issued by the Company apply to any Contract to the exclusion of any terms or conditions of the Customer unless expressly agreed in writing by the Company.

b) Orders for “Specials” (i.e. non-catalogued items) must be covered by an official order. The Company reserves the right to supply a deviation from the quantity ordered of plus or minus 10% or one piece, whichever is greater.

c) Where Goods are supplied from stock, supply is subject to availability at the date of delivery.

d) These conditions apply equally to Services supplied by the Company.

 

3. QUOTATIONS AND TENDERS

All orders placed in response to the Company’s quotation shall be binding.

Tenders submitted by the Company remain open for acceptance for six weeks from the date of issue unless otherwise stated or withdrawn.

Orders must clearly reference the relevant quotation or tender.

 

4. CANCELLATION: RETURN OF GOODS

a) Orders may not be cancelled or suspended without the Company’s prior written consent. Cancellation of “Specials” will be subject to charges covering work already carried out.

b) Only standard catalogue items in re-saleable condition may be accepted for credit or exchange with prior written agreement.

Specials will only be credited at scrap value, determined by the Company.

Carriage for returned Goods is the responsibility of the Customer. The Company may deduct handling or reworking costs from any credit issued.

 

5. DELIVERY AND COMPLETION DATES

a) Delivery dates and service times are estimates only and time shall not be of the essence unless expressly agreed.

The Company shall not be liable for delays caused by circumstances beyond its reasonable control, including (but not limited to) force majeure events, supplier delays, labour shortages, or governmental actions.

b) Delay does not entitle the Customer to cancel or reject Goods.

c) The Company is not responsible for duplicate orders unless clearly marked as “Confirmation.”

 

6. TITLE TO GOODS

a) Title to the Goods remains with the Company until full payment has been received for:

• the Goods supplied;

• any other Goods supplied; and

• all sums due from the Customer.

b) Until title passes, the Customer shall:

• store Goods separately and clearly identifiable;

• not affix Goods to property without consent.

c) Resale of Goods before title passes shall be as agent for the Company.

d) The Company may repossess Goods if payment is overdue and may enter premises to recover them where legally permitted.

 

7. DELIVERY AND RISK

Risk passes to the Customer upon delivery.

Title remains with the Company until payment is received in full.

The Company may deliver in instalments and invoice separately.

 

8. PRICES

a) Prices based on supplier lists will reflect the price at dispatch.

b) Other prices may be adjusted if costs increase before delivery.

c) Price changes are binding and do not permit cancellation.

d) Prices exclude VAT and any applicable duties.

e) Delivery terms apply within the United Kingdom unless otherwise agreed.

f) Foreign currency quotations may be adjusted due to exchange rate changes.

 

9. PACKAGING AND CARRIAGE

a) Goods are supplied in standard pack quantities where applicable.

b) Delivery charges will be stated on quotations.

c) Special delivery requests will incur additional costs.

d) The Customer must notify the Company within 48 hours of delivery of any damage or shortage.

e) Packaging is non-returnable and must be disposed of in accordance with applicable regulations.

 

10. CREDIT ACCOUNTS

a) Credit accounts are subject to approval by the Company.

b) The Company may carry out credit checks using credit reference agencies.

c) Credit limits may be applied and varied at the Company’s discretion.

d) Credit is not granted until confirmed in writing.

e) The Company may withdraw credit facilities if payment terms are not met or financial concerns arise.

 

11. PAYMENT

a) Payment terms are as agreed and stated on invoices.

b) The Company may invoice upon dispatch or when Goods are ready for collection.

c) Where no credit account exists, payment must be made in advance.

d) Payment must be made in full without set-off.

e) The Company may suspend deliveries if payment terms are breached.

f) Payments shall be made via bank transfer unless otherwise agreed.

 

12. CONFIDENTIALITY, PUBLICATIONS AND ENDORSEMENTS

a) The Customer shall keep all commercial and technical information confidential.

b) The Customer shall not use the Company’s name, branding or intellectual property without written consent.

c) This obligation extends to employees and agents.

d) Confidentiality obligations survive termination of the Contract.

 

13. LAW & JURISDICTION

a) These Terms and any Contract between the Company and the Customer shall be governed by and construed in accordance with Scottish law.

b) The parties submit to the exclusive jurisdiction of the Scottish courts.