Terms & Conditions
All orders are accepted subject to our Standard Conditions of sale reproduced below which apply to and govern all contracts, quotations, sales, supplies and deliveries of goods, materials, services and other products (hereinafter called Products) by Acanthus Paint (hereinafter called AP) or its representatives to any individual Firm, Company or other person (hereinafter called ”the Buyer”) and of all or any other conditions, warranties or terms otherwise implied or expressed.
The giving of an order by the Buyer to AP for any product shall constitute an unqualified acceptance by the Buyer that if AP accepts the Order, sale supply or delivery of such products by AP will be governed solely by these Conditions of Sale. No variation of these Conditions of Sale and no oral stipulations or representations shall be binding on AP, unless expressly agreed to in writing and signed by a Director of AP on its behalf.
Except as otherwise expressly stated and contracted AP reserves the right to vary prices and payment dates at any time. Prices quoted in foreign currency may be adjusted at any time in relation to variations in the appropriate exchange rate and are ex-works AP’s premises at Edinburgh, Scotland. The price does not include the cost of freight carriage, packing or insurance, which unless otherwise shown on the invoice and will be additionally charged to the buyer.
2.1 AP shall make all reasonable efforts to meet ‘a delivery date’. Time shall not be of essence and so long as any circumstances whatsoever may prevent hinder or delay any delivery.
2.2 AP shall not be bound to keep the same and shall not be liable in any manner whatsoever for failure or delay whilst so prevented hindered or delayed.
2.3 AP reserves the right to deliver by instalments. The buyer shall inspect all Goods on delivery and unless the buyer takes the following actions the buyer will be deemed to have accepted the delivery in full contractual satisfaction of the order:
2.3.1 Buyer shall endorse Carrier’s note appropriately.
2.3.2 Buyer shall advise AP immediately by telephone and confirm such call in writing to AP.
2.3.3 Buyer shall send full particulars of claim to AP in writing within 3 days after delivery.
2.4 In case of non-delivery of a consignment, the Buyer shall advise AP within 10 days after date of invoice.
2.5 The Buyer shall be bound to pay for all goods, notwithstanding any alleged non-delivery or shortage of goods, if the foregoing conditions have not been complied with.
Where the Buyer orders standard or non-standard products which are specifically tinted, manufactured or produced to his unique requirements, the Buyer shall accept the supply or a quantity whether more or less within 10% of the stipulated amounts in such circumstances the Invoice value of the goods shall be subject to a corresponding adjustment.
- Force Majeure
If during the currency of any contract agreement or order entered into between AP and the Customer, AP is delayed or hindered in or prevented from performing any or all of its obligations hereunder by war, road blocks, rail blocks, strikes, whether official or unofficial, lock out, picketing or blocking (secondary or otherwise) or any action which could reasonably be described as in the furtherance of or in any way related to an industrial dispute or grievance, riots, civil commotions, epidemic, fire, explosions, accident, flood, plant breakdown, or any other cause (whether or not of the same nature as the foregoing) beyond the reasonable control of AP then AP shall not in consequence thereof be under any liability in contract in relation to the contract agreement or order and AP may if it deems so desirable upon giving notice to the Customer partially or wholly suspend deliveries of any goods or preferments of any works during the continuance of such causes and the Delivery Date or Dates shall be correspondingly extended.
- Title & Risk
4.1 THE RISK in the Goods shall pass to the Customer as from the time when the Goods are either:
4.1.1 Where the Customer or his nominee or representative (which the latter term shall include a carrier nominated by the Customer) collects the Goods ex-Company’s works delivery shall be effected by delivery of the Goods to the customer or his nominee or representative ex-Customer’s works; or
4.1.2 Delivery to the Customer’s premises.
4.2 TITLE AND PROPERTY in the Goods shall not pass to the Customer until whichever of the following events first occurs and until such time the goods shall remain the sole and absolute property of AP.
4.2.1 The customer shall have paid to AP the full amount of the agreed price together with the full price of any other goods the subject of any other agreement with AP entered into before or after the Agreement in question.
4.2.2 The Customer in the ordinary course of its business selling the Goods in which case title to the Goods shall be deemed to have passed to the Customer immediately prior to delivery of the Goods to the Customers customer; and
4.2.3 AP waiving its rights under this Clause in respect of specific Goods shall forthwith vest in the Customer.
4.3 Until property in the Goods passes the Customer shall hold the Goods as bailee for AP.
4.4 Notwithstanding that property in the Goods has not yet passed to the Customer the Customer may nevertheless in the ordinary course of its business sell the Goods.
4.5 Until the property in the Goods shall have passed to the Customer any of the Goods remaining in the possession of the Customer shall be as far as possible kept separate and distinct from all other property of the Customer or of any persons and stored in such a way as to be clearly identified as belonging to AP.
4.6 AP may at all times revoke the power of sale contained in Condition 4.4 above by notice to the Customer if the Customer is in default for longer than seven days in the payment of any sum whatsoever due to (whether in respect of Goods or any goods supplied at any time by it to the Customer or for any other reason whatsoever) or AP has a bona fide doubt as to the solvency of the Customer.
4.7 The Customers power of sale as contained in Condition 4.4 above shall automatically cease if the buyer (being a Company) enters into liquidation whether compulsorily or voluntarily or has a receiver appointed over all or any part of its assets; or if the Customer (not being a Company) becomes bankrupt or insolvent or if the Customer enters into any arrangement with creditors or takes or suffers any similar action in consequence of debts.
4.8 The Customer power of sale contained in condition 4.4 above shall automatically cease on the happening of any event or default which would cause AP reasonably to consider that its Title to the Goods may adversely affect and the Customer shall notify AP forthwith of the happening of any such event or default.
AP hereby warrants its title to the goods but save as to this warranty as to title no other warranty condition or other terms as to the characteristics of the goods, their quality or fitness for any purpose is given or accepted and any warranty condition or other such term whether implied by statute at common law or otherwise is hereby excluded from this contract notwithstanding that the purpose for which the goods are to be used is made known to AP.
Without prejudice to the above:
5.1.1 AP reserves the right to refuse to accept at its own discretion any repeat orders for specialised goods made specifically to the Buyers requirements.
5.1.2 AP does not warrant that instalments of or batches of repeat orders of any product shall comply with the specification or colour match of any other instalment batch or order. In the event that there shall be any said variation of specification or colour match the liability of AP shall be limited to the invoice price of the instalment batch or order concerned. It is the Buyer’s absolute obligation to specify clearly the product being ordered and the specification required. AP accept no liability for the failure of the Buyer to order the correct product or specification. Wherever appropriate AP will endeavour to assist Buyers with technical advice and specifications, but the Buyer shall at all times be responsible for ordering the correct product or specification and deciding upon fitness for purpose of the product.
AP shall have the right in its absolute discretion and without assigning any reason therefore and notwithstanding any contract the Customer may have made with a third party to terminate without notice any agreement to make supplies to any person or to refuse or limit the amount of credit to be given to any person and to withhold supplies to any person.
- Patents & Trademarks & Health & Safety
No Representation, Warranty or Indemnity is given by AP that the goods do not infringe any Letter, Patent, Trade Mark, Registered Designs or other industrial rights. In compliance with the Health & Safety at Work Act 1974, AP Product Labels give (as required by the Statutory Regulations for the labelling of Paint, Ink and other ancillary products) information of known hazards associated with the product and sales literature states their properties. However almost all Products may be hazardous in certain conditions if handled and applied without due care. AP’s resources are available on request to provide any information Buyers may require in order to meet their obligations under the Safety at Work Act 1974. The Buyer shall after delivery of the goods be solely responsible for their safe and satisfactory storage and shall be responsible for complying with any statutory or other requirement with regard to the storage use or handling of the goods. The Buyer shall indemnify AP against any claim by any Third Party caused by products delivered by AP proving not to be fit and suitable for such Third Party’s purposes for any reason.
- Liability for Accidents & Damage
AP and its servants or agents (on whose behalf AP hereby contracts) shall not be liable to the Buyer for loss injury damage or claim consequential or direct or natural of any kind whatsoever arising out of or in connection with the execution of this contract or arising out of or in connection with the use of goods supplied by AP save and except where such loss injury damage or claim be occasioned by the negligence of AP or of any employee of AP.
- Governing Law
This Agreement will be governed by and construed in accordance with Scottish Law. The Buyer irrevocably submits in respect of all matters and disputes arising out of this Agreement to the exclusive jurisdiction of the Scottish Courts.
This Contract is personal to the Buyer and may only be assigned with the written consent of AP.
11.1 In the case of purchase by persons or companies not holding trading accounts, all payments shall be completed in advance of despatch of goods
- Cancellation of Goods
Orders for Products may not be cancelled or suspended without AP’s prior written consent. Any cancellation or suspension of an order with AP does not agree to shall be on the condition that the Buyer shall indemnify AP against any loss incurred wholly or in part by the cancellation or suspension. Specifically cancellations of orders for non-stock lines will not be accepted once the paints have commenced manufacture.
- Return of Goods
No Goods are supplied on a sale or return basis. There should be no liability on AP to accept returned Goods. Any Goods returned by a Buyer or anybody acting on his behalf will remain the risk of the Buyer and AP for the avoidance of doubt confirms that no liability of any description is accepted in respect of returned Goods.