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Terms & Conditions

Interpretation

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.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these
Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of
the Supplier’s quotation, or overleaf, as the case may be.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed by the Customer and the
Supplier.
Supplier: Lothian Labels Limited (SC411131).

1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(a) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a
legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as
illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes fax and email.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or
which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is
responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the
Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any
documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in
the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in
them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20
Business Days from its date of issue

3. Goods

3.1 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or
consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or
incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual
property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 3.1 shall survive termination of the Contract.
3.2 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement, and
the Supplier shall notify the Customer in any such event.

4. Delivery

4.1The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods
(including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by
instalments, the outstanding balance of Goods remaining to be delivered; and
(b)if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note.
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 Supplier’s expense.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location)
at any time after the Supplier notifies the Customer that the Goods are ready.
4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.4 Any dates quoted for delivery 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 or the Customer’s failure to provide the Supplier with adequate delivery
instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, 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 the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide
the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are
ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the
Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier
notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not
accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, charge the Customer for any
shortfall below the price of the Goods.
4.8 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them.
4.9 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.

5. Quality

5.1 The Supplier warrants that on delivery the Goods shall:
(a) conform with their description;
(b) be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply
with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning,
installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory
requirements.
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 implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other
goods that the Supplier has supplied to the Customer.
3.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d); and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
6.4 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession that
have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the
Customer or of any third party where the Goods are stored in order to recover them.

7. Price and payment

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force
as at the date of delivery.
7.2 The Supplier may, by giving notice to the Customer at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any
increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour,
materials and other manufacturing costs);
(b)any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c)any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or
instructions.
7.3 The price of the Goods:
(a)excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing
rate, subject to the receipt of a valid VAT invoice; and
(b)excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
7.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.5 The Customer shall pay each invoice submitted by the Supplier:
(a)within 30 days of the date of the invoice; and
(b)in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
7.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under
clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.
Interest under this clause 7.6 will accrue each day at 4% a year above the Bank of Scotland’s base rate from time to time, but at 4% a year for any period
when that base rate is below 0%.
7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or
withholding of tax as required by law).

8. Limitation of liability

8.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a)death or personal injury caused by negligence;
(b)fraud or fraudulent misrepresentation;
(c)breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d)defective products under the Consumer Protection Act 1987.
8.2 Subject to clause 8.1, the Supplier’s total liability to the Customer shall not exceed £100,000.
8.3 Subject to clause 8.1, the following types of loss are wholly excluded:
(a)loss of profits;
(b)loss of sales or business;
(c)loss of agreements or contracts;
(d)loss of anticipated savings;
(e)loss of use or corruption of software, data or information;
(f)loss of or damage to goodwill; and
(g)indirect or consequential loss.
8.4 This clause 8 shall survive termination of the Contract.

9. Termination

9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the
Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that
breach within 5 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or
arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether
voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets
or ceasing to carry on business;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of
the Contract is in jeopardy.
9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract
between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or the
Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under
this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the
Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid
invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which
shall be payable by the Customer immediately on receipt.
9.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination
including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the
Contract shall remain in full force and effect.

10. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if
such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent
to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance
continues for 10 weeks the party not affected may terminate the Contract by giving 10 days written notice to the affected party.

11. General

11.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other
manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner
with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
11.2 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements,
promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject
matter.
(a) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made
innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent
misrepresentation based on any statement in the Contract.
11.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that
or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise
of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but
that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause
11.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended
commercial result of the original provision.
11.6 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid
first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any
other case)
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting; or
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any
arbitration or other method of dispute resolution.
11.7 Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation,
shall be governed by and construed in accordance with the law of Scotland.
11.8 Jurisdiction. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim
(including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.