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"Agreement" means the agreement between MVT and the Client consisting of the Quotation and these Terms and Conditions for the provision of the Goods;

"Buyer" means the person named as such in the Quotation to whom MVT has agreed to provide the Goods in accordance with these Terms and Conditions;

"Delivery Point" means MVT's principal place of business [please provide details if different from Registered Office],

"Goods" means the goods to be supplied by MVT to the Client as specified in the Quotation:

"MVT" means MVT (Scotland) Limited incorporated under the Companies Acts (Company Number SC237185) and having its Registered Office at Whitehill, Parton, Castle Douglas, DG7 3NE and its principal place of business at \please provide details if different from Registered Office};

"Quotation" means the quotation relating to the sale and supply of the Goods to the Client by MVT as specified in Part 1 of the Schedule annexed to these Terms and Conditions;

In these Terms and Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced. In these Terms and Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.

APPLICATION OF TERMS

    • MVT shall provide the Goods to the Buyer subject to and in accordance with the Quotation and these Terms & Conditions. These Terms & Conditions shall apply to this Agreement to the exclusion of all Terms & Conditions. These Terms & Conditions shall apply to this Agreement to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
    • No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of this Agreement simply as a result of such document being referred to in this Agreement.
    • These conditions apply to al MVT’s sales and any variation to these Terms & Conditions and any representations regarding the Goods shall have no effect unless expressly agreed in writing by MVT. Nothing in this condition will exclude or limit MVT’s liability for fraudulent misrepresentation.
    • Each order for Goods by the Buyer from MBT shall be deemed to be an offer by the Buyer to purchase Goods subject to these Terms & Conditions
    • No order placed by the Buyer shall be deemed to be accepted by MVT until a written acknowledgement of order issued by MVT or (if earlier) MVT delivers the Goods to the Buyer.
    • The Buyer must ensure that the terms of its order and any applicable specification are compete and accurate.
    • Any Quotation is given on the basis that no contract will come into existence until MVT despatches an acknowledgement of order to the Buyer. Any Quotation is valid for a period of [30] days only from its date, provided that MVT has not previously withdrawn it.

 

  • DESCRIPTION
    • The Goods shall conform to the description as set out in the Quotation.
    • All drawings, descriptive matter, specifications and advertising issued by MVT and any descriptions or illustrations contained in MVT’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They do not form part of this Agreement

 

  • DELIVERY
    • Unless otherwise agreed in writing by MVT. delivery of the Goods shall lake place at the Delivery Point.
    • The Buyer will take delivery of the Goods within [5] days of MVT giving it notice that the Goods are ready for delivery.
    • Any dates specified by MVT for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
    • Subject to the other provisions of these conditions MVT will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by MVT's negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds [180] days.
    • If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or MVT is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
      • the Goods will be deemed to have been delivered
      • risk in the Goods will pass to the Buyer (including for loss or damage caused by MVT's negligence); and
      • MVT may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance) incurred by MVT in connection with such storage.
    • The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for loading the Goods.
    • If MVT delivers to the Buyer a quantity of Goods of up to [5] more or less than the quantity accepted by MVT the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Agreement rate.

 

  • NON-DELIVERY
    • The quantity of any consignment of Goods as recorded by MVT upon dispatch from MVT's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
    • MVT shall not be liable for any non-delivery of Goods (even if caused by MVT's negligence) unless written notice is given to MVT within [5] days of the date when the Goods would in the ordinary course of events have been received.
    • Any liability of MVT for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Agreement rate against any invoice raised for such Goods.

 

  • RISK/TITLE
    • Risk of loss of, or damage to, the Goods shall pass to the Buyer on the earlier of (i) the time of their delivery in terms of Condition 3, and (ii) the time at which the Buyer fails to take delivery of the Goods.
    • Notwithstanding delivery of the Goods and the passing of risk to the Buyer, legal title to the Goods shall remain with MVT until MVT has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by MVT to the Buyer for which payment is then due.
    • Until the transfer of legal title in terms of Condition 5.2, the Buyer shall (i) store the Goods safely (at no cost to MVT), in compliance with all relevant statutory regulations and in a manner which distinguishes them from other Goods of the Buyer and which indicates that they are in fact owned by MVT and (ii) ensure that no serial numbers or identification marks applied to the Goods or their packaging are removed, erased or obscured.
    • If (i) the Buyer fails to pay any part of the price by the due date or (ii) the Buyer becomes insolvent or enters into any arrangement with his creditors or (iii) a petition is presented, or resolution proposed, for the winding-up of the Buyer or (iv) a receiver or administrator is appointed to the Buyer or over any part of its assets or (v) any equivalent event occurs in any jurisdiction other than Scotland, MVT shall have the right to repossess the Goods.
    • The Buyer shall assist MVT to repossess the Goods under Condition 5.4 and, in particular, to procure the admission of representatives of MVT to the premises in which the Goods are situated. The Goods are at the risk of the Buyer from the time of delivery.

 

  • PRICE
    • Unless otherwise agreed by MVT in writing the price for the Goods shall be the price set out in [MVT's price list published on the date of delivery or deemed delivery][the Quotation].
    • The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the Buyer will pay in addition when it is due to pay for the Goods.

 

  • PAYMENT
    • Payment of the price for the Goods is due [on the last working day of the month following the month in which the Goods are delivered or deemed to be delivered].
    • Time for payment shall be of the essence.
    • Payment must be made to MVT's principal place of business (as detailed under the definition of Delivery Point, above). The Buyer may pay using a crossed cheque or visa/.master card but no payment shall be deemed to have been received until MVT has received cleared funds.
    • All payments payable to MVT under the Contract shall become due immediately upon termination of this Contract despite any other provision.
    • The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by MVT to the Buyer.
    • If the Buyer fails to pay MVT any sum due pursuant to the Agreement the Buyer will be liable to pay interest to MVT on such sum from the due date for payment at the annual rate of [5] above the base lending rate from time to time of [the Bank of Scotland plc], accruing on a daily basis until payment is made, whether before or after any judgement. Without prejudice to the foregoing MVT reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998

 

  • QUALITY
    • [Where MVT is not the manufacturer of the Goods, MVT will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to MVT.]
    • MVT warrants that (subject to the other provisions of these conditions) upon delivery the Goods will
      • be of satisfactory quality; and
      • be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to MVT in writing and MVT has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of MVT.
    • MVT shall not be liable for a breach of any of the warranties in condition 8.2 unless:
      • the Buyer gives written notice of the defect to MVT, and (if the defect is as a result of damage in transit) to the carrier, within [5] days of the time when the Buyer discovers or ought to have discovered the defect; and
      • MVT is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by MVT) returns such Goods to MVT's place of business at [MVT's][the Buyer's] cost for the examination to take place there.
    • MVT shall not be liable for a breach of any of the warranties in condition 8.2 if:
      • the Buyer makes any further use of such Goods after giving such notice; or
      • the defect arises because the Buyer failed to follow MVT's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or the Buyer alters or repairs such Goods without the written consent of MVT.
      • 8.4.3 the Buyer alters or repairs such Goods without the written consent of MVT.
    • Subject to conditions 8.3 and 8.4, if any of the Gods do not conform with any of the warranties in condition 8.2 MVT shall, at its option replace such Goods (or the defective part) or refund the price of such Goods (or the defective part) at the pro rata Agreement rate provided that, if MVT so requests, the Buyer shall, at [MVT's][the Buyer's] expense, return the Goods or the part of such Goods which is defective to MVT.
    • If MVT complies with condition 8.5 it shall have no further liability for a breach of any of the warranties in condition 8.2 in respect of such Goods.

 

  • LIMITATION OF LIABILITY
    • Subject to condition 8, the following provisions set out the entire financial liability of MVT (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
      9.1.1 any breach of these Terms & Conditions; and
      9.1.2 any representation, statement, act or omission including negligence arising under or in connection with the Agreement.
    • All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law. excluded from the Contract.
    • Nothing in these conditions excludes or limits the liability of MVT for death or personal injury caused by MVT's negligence or fraudulent misrepresentation.
    • Subject to conditions 9.2 and 9.3:
      • 9.4.1 MVT's total liability in contract, delict (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to price for the Goods paid by the Buyer; and
      • MVT shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.

 

  • ASSIGNMENT
    • The Buyer shall not be entitled to assign the Agreement or any part of it without the prior written consent of MVT.
    • MVT may assign the Agreement or any part of it to any person, firm or company.

 

  • FORCE MAJEURE
    • MVT reserves the right to defer the date of delivery or to cancel the Agreement or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of MVT including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials Provided that, if the event in question continues for a continuous period in excess of [30] days, the Buyer shall be entitled to give notice in writing to MVT to terminate the Contract.

 

  • GENERAL
    • Each right or remedy of MVT under the Agreement is without prejudice to any other right or remedy of MVT whether under the Agreement or not.
    • The Agreement shall not be deemed to constitute a partnership or joint venture or contract of employment between the parties.
    • If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.
    • Failure or delay by MVT in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement.
    • Any waiver by MVT of any breach of. or any default under, any provision of the Agreement by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.
    • The clause headings appearing in these Terms & Conditions are used for convenience only and shall not be deemed a part of the Agreement nor are they intended to govern or act in the construction of any provision of the Agreement.
    • The Agreement shall be governed by and construed in accordance with Laws of Scotland and the parties hereto submit to the exclusive jurisdiction of the Scottish Courts

 

  • COMMUNICATIONS
    • All communications between the parties about the Agreement must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission:
      • (in case of communications to MVT) to its registered office or such address as shall be notified in writing to the Buyer by MVT; or
      • (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Agreement or such other address as shall be notified in writing to MVT by the Buyer.
    • Communications shall be deemed to have been received:
      • if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);
      • if delivered by hand, on the day of delivery;
      • if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
    • Communications addressed to MVT shall be marked for the attention of [insert name or position within MVT].
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