These are the Standard Terms and Conditions (“the Terms”) of Roof Profiles Limited, a company
incorporated in Scotland (SC078995) with its registered office at 7 Kyle Road, Irvine Industrial Estate,
Irvine KA12 8JF (the “Company”).

  1. Interpretation
    1. The “Buyer” means any party who enters into a Contract with the Company.
    2. “Contra Charges” means the costs incurred by the Buyer due to a negligent act or omission of the
      Company to be dealt with in terms of Clause 5.10 and 5.11.
    3. The “Contract” means these Terms, the Quotation by the Company and the subsequent acceptance of
      them by the Buyer and where there is a conditional acceptance, any subsequent acceptances by either
      or both of the Company and the Buyer until all conditions have been accepted by both the Buyer and
      the Company and an Order Confirmation has been signed.
    4. “Date for Completion” means the date or dates specified in the Quotation or otherwise agreed in writing
      between the Buyer and the Company on which the Goods are to be delivered and/or Services
      completed at the Place of Delivery, including for the avoidance of doubt, any extension to the Date for
      Completion arising from any delay, agreed or determined in accordance with the Contract.
    5. “Goods and Services” means the supply of Goods and Services as detailed or referred to in the
      Quotation and the terms “Goods and Services” will be interpreted accordingly.
    6. “Intellectual Property Rights” means the following types of property and/or rights as granted in any
      jurisdiction (where references to any Scottish legal term for such property/rights shall, in respect of any
      jurisdiction other than Scotland, be deemed to include what most nearly approximates in that
      jurisdiction to the right/property under Scots law): (i) patents; (ii) petty patents and utility model rights;
      (iii) registered trademarks; (iv) registered design rights; (v) applications for, and rights to apply for the
      property/rights listed in items (i) to (iv) (inclusive) above; (vi) copyrights; (vii) database rights; (viii)
      unregistered design rights: (ix) any rights of action in relation to confidential information; (x)
      unregistered trademarks; (xi) any rights of action in relation to trade names: (xii) trading styles; (xiii)
      product packaging: (xiv) right in unpatented know-how and Know-how; (xv) Show-how (xvi) Technical
      Knowledge; and/or (xvii) domain names.
    7. “Interim Payment Date” means the fifth working day in each calendar month, or such other dates as are
      agreed in writing between the Buyer and the Company.
    8. “Place of Delivery” means the location for the delivery of the Goods as stated in the Quotation or as
      otherwise agreed in writing between the Buyer and Company.
    9. Price” means either (a) the lump sum price as adjusted in accordance with the Contract to take account
      of any accepted variations in accordance with the Contract, or (b) in the case of a Quotation based on
      rates and prices, the final measured quantities of the Goods and Services at the rates and prices stated
      in the Quotation as adjusted in accordance with the Contract to take account of any accepted variations
      in accordance with the Contract.
    10. “Quotation” means the offer made in writing by the Company to supply Goods and Services for the
      lump sum price, or the rate and prices stated in that offer and include any amended Quotation issued in
      accordance with the Contract.
    11. Specification” means the specification prepared by the Company relative to the design of the works,
      which has been incorporated into the Quotation.
    12. “Validity Period” means the 90-day period during which the rates and prices for the supply of the Goods
      and Services will remain fixed in accordance with the Quotation, unless otherwise withdrawn.
      Quotations can be withdrawn at any time prior to acceptance.
    13. “Valuation Date” means the last working day in each calendar month until completion of the Goods and
      Services under this Contract, or as otherwise agreed between the Buyer and the Company.
    14. If any provision of these Terms is held by any court or other competent authority to be invalid or
      unenforceable in whole or in part, these Terms shall continue to be valid as to their other provisions and
      the remainder of the affected provision.
  2. Basis of Contract
    1. By accepting the Quotation or signing the Order Confirmation or accepting the goods/service the Buyer
      accepts these Terms and a Contract is entered into between the parties. Nothing in the Buyer’s
      specification or any subsequent acceptance of the Quotation by the Buyer shall amend or vary these
      Terms.
    2. Unless previously withdrawn by the Company the Quotation is open for acceptance within the period
      stated therein or, when no such period is so stated, within 90 days after the date of issue of the
      Quotation.
    3. Any typographical, clerical or other error or omission in any sales literature, Quotation, price list or
      Order Confirmation, invoice or other document or information issued by the Company shall be subject
      to correction without liability on the part of the Company.
  3. Price of Goods
    1. The rates and prices stated in the Quotation are based on materials and wage rates applicable at the
      date of the Quotation on the understanding that the supply of the Goods and Services will be completed
      within the Validity Period. Should completion be delayed beyond the Validity Period as a result of any
      fault of the Buyer or any other reason out with the control of the Company, the Company reserves the
      right to adjust the rates and prices stated in the Quotation in line with the increased costs of materials,
      labour or plant incurred by the Company. Any such adjustment will be notified to the Buyer as soon as
      practical in writing after the expiry of the Validity Period.
    2. The Company reserves the right to increase the rates and prices stated in the Quotation by an amount
      equivalent to the additional costs, taxation or levies imposed on or affecting the cost to the Company of
      providing the Goods and Services after the date of the Quotation by virtue of any statute, regulations or
      orders issued by Government Department or any other duly constituted authority, including (without
      limiting the generality of the foregoing) any statutory changes in taxation of fuel required to deliver
      Goods.
    3. The Company is not obliged to accept from the Buyer a variation to the Specification, the Date for
      Completion, or the conditions under which the Goods and Services are to be delivered and/or
      performed all as detailed in the Quotation.
    4. If the Company is prepared to accept any such variation or adjustment, as soon as practical after
      receiving full details of any such proposed variation, the Company will issue an amended or additional
      Quotation in relation to the variation to the Goods and Services, which may include such later time for
      the Date for Completion as the Company considers reasonable. Any such variation will be valued by
      using the same rates and prices detailed in the Quotation and will be paid by the Buyer in accordance
      with clause 5. The Company will not be required to implement any such variation unless the Buyer
      accepts the additional or amended Quotation in writing. For the avoidance of doubt (and without
      prejudice to clause 4.2) where the variation consists of the omission of an element of, or reduction in
      the quantities of any Goods, the Company will be entitled to take account of all losses and expenses
      that are incurred by the Company in returning excess Goods, and/or terminating and/or renegotiating
      any Contractual arrangements with suppliers to the Company of any goods, materials, plant and
      equipment or other services that are no longer required in connection with the Goods and Services.
    5. For the avoidance of doubt if the Buyer alters the design of the Goods and services from that
      incorporated into the quotation, that will be treated as a variation.
    6. Prices quoted include delivery to UK Mainland only unless otherwise stated.
  4. Goods and Materials
    1. The Company reserves the right to alter the Specification provided such alteration does not have a
      materially detrimental effect on the overall performance or integrity of the Goods and Services.
    2. Materials which do not form part of the stocks of Goods maintained by the Company in its ordinary
      course of business, which are purchased by the Company to meet the specific requirements of the
      Buyer, cannot be accepted for return by the Company. Other standard products supplied to the Buyer
      may be accepted for return at the discretion of the Company but may be subject to a restocking charge.
  5. Terms of Payment
    1. All rates and prices are as stated in the Quotation and are exclusive of Value Added Tax or any similar
      or other taxes, levies or duties. Payment terms shall be agreed prior to any design or production work
      commencing.
    2. Payments shall become due to the Company as follows: –
      1. Where the Quotation includes a separate fee for design services, the Company will issue a
        notice to the Buyer as soon as practical after the design services commence. Payment of the
        relevant fee, or if instalments are specified in the Quotation, each instalment, shall become due
        28 days after the relevant date specified in the Quotation
      2. Where the Contract is for supply and erection, the price, or if 5.2.1 applies the balance of the
        price shall be due as progress payments on each valuation date. Each progress payment shall
        be for a sum equivalent to the value of the Goods delivered and/or Sen/ices provided (on or
        prior to the relevant Valuation Date) to the Buyer at the Place of Delivery after deductions of
        progress payments previously made to the Company. At least 7 days prior to each Valuation
        Date the Company will issue an Application for Payment (“Application for Payment”) stating the
        amount due to the Company and how that has been calculated. The final date for payment of
        each progress payment will be 21 days after the relevant Valuation Date.
      3. Where the Contract is for supply only, the Price or if 5.2.1 applies, the balance of the Price shall
        be paid against net monthly account as supply proceeds to the value of the Goods delivered to
        the Buyer at the Place of Delivery.
      4. Where no credit facilities are available to the Buyer separate alternative payment terms may be
        agreed.
    3. For the avoidance of doubt, the Buyer will not be entitled to make any deductions (whether by way of
      retention or otherwise) from any payment due under the Contract to the Company.
    4. If the Buyer fails to pay any sum due to the Company on or prior to the final date for payment of that
      sum then the Company shall be entitled to suspend performance of its obligations under this Contract.
      Before doing so he will be required to give written notice to the Buyer seven days prior to the effective
      date of suspension. Suspension will continue until such sum has been paid in full. If the Company has
      suspended performance, the Buyer shall reimburse the Company in respect of any loss and/or expense
      incurred by the Company during the period of the suspension including the cost of re-mobilisation on
      the lifting of the suspension.
    5. The Buyer shall, not later than fourteen days before the final date for payment of any sum payable to
      the Company, give notice to the Company specifying the amount (if any) of the payment made or
      proposed to be made, specifying to what the payment relates and the basis on which the amount was
      calculated.
    6. The valuation of each progress payment under clauses 5.2.2 and 5.2.3 will include all Goods that are
      ready for delivery to the Buyer at the Place of Delivery in accordance with any delivery date agreed by
      the Company in the Quotation (or otherwise agreed) notwithstanding that the Buyer does not accept
      delivery of any such Goods or allow commencement or completion of the Services in circumstances
      where the Company is ready to deliver such Goods and/or commence or complete the Sen/ice at the
      Place of Delivery.
    7. Interest shall be charged on all overdue amounts from the final date when payment was due until
      actually made at the rate of five percent above the Bank of Scotland base rate operating during the
      period of delay in payment by the Buyer.
    8. Notwithstanding any other provision of this Contract the Company may at its discretion require advance
      payment for Goods or Services which if supplied could cause the Buyer’s credit limit with the Company
      to be exceeded. In all cases credit, if offered by the Company at all, will only be offered by the
      Company subject to such security or trading references and guarantees as the Company in its absolute
      discretion may require.
    9. The Price, where appropriate, allows for the cost of importing materials based upon the rates of
      exchange, tax or duty prevailing at the date of the Quotation. In the event of any adjustment in such
      rates of exchange etc between the date of the Quotation and the final acceptance, which establishes
      the Contract, the Company reserves the right to make an appropriate adjustment to the Price to
      compensate the Company for any increased cost.
    10. In relation to Supply & Fix Contracts. Contra Charges will only be considered, if notified to the Company
      in writing, prior to work being carried out. No work should be carried out by any other subcontractor
      without the Company’s written authorisation.
    11. In relation to Supply Only Contracts, Contra Charges will only be considered if notified to the Company within a reasonable time.
  6. Delivery
    1. The Company’s manufacturing/delivery program has to be reviewed on a regular basis and may be subject to alteration. For the Company to comply with any Date for Completion, the Buyer must ensure that all information, drawings, licences, permits and approvals necessary to enable the Company to proceed with and complete the Goods and Services are provided to the Company timeously.
    2. A Date for Completion is to incorporate periods for each of the following.
      1. Design; and
      2. Off-Site Fabrication (Manufacture); and
      3. Delivery and/or Erection – the erection to be executed in such an order and manner as the Buyer and Company agree to in writing.
    3. Any Date for Completion is to be treated as an estimate only and shall not be a material term of the Contract unless otherwise agreed in writing by the Company and shall not involve any obligation on the Company to complete the Goods and Services by a specified date. Estimated programs of works are for the use of the Company’s workforce only and should not be used for programming works of other trades.
    4. The Buyer shall at its own expense before the estimated date of commencement of any part of the Goods and Services ensure that the Place of Delivery is ready in all respects for the Goods to be delivered and for the Services to commence and, without prejudice to the generality of the Buyer’sobligations in this respect, that all facilities and items listed in the Schedule to the Quotation have been, or will be, provided by the Buyer as and when required by the Company in order to enable the Goods and Services to proceed.
    5. The Date for Completion assumes that the Company will be given free and uninterrupted access to the place of delivery and the right to work unrestricted hours to maintain the programme.
    6. The Company is engaged in volume production and any delay caused by the Buyer during or prior to manufacture of the Goods may require the Date for Completion to be postponed to a date beyond the period of delay requested by the Buyer. The Company reserves the right to charge the Buyer for the costs incurred by the Company in re-programming any production or manufacturing necessary to accommodate such delay.
    7. In a Supply Only situation, it is the Buyer’s responsibility to store, stack and protect all Goods in accordance with relevant recommended practices.
    8. Unless stated to the contrary in the Quotation, the Company shall deliver Goods to the Place ofDelivery in articulated lorries. It is the Buyer’s responsibility to provide safe and sound access for the Company’s vehicles to be sited when delivery is to be made. Should safe and sound access not be provided resulting in the Company’s vehicle becoming stranded, all costs for recovery and/or damage to the vehicle will be charged to the client.
    9. Delivery will normally be by road transport to the nearest hard metalled road surface suitable for vehicular access to the delivery address stated on the order. This is subject to Haulage Contractors conditions.
    10. The Company shall be the sole judge as to the suitability of the roads and to the location of the nearest point of vehicular access. It is assumed that the unloading area is adjacent to the actual job site. If this is not the case and alternative arrangements are required, then additional charges may have to be made to the client. It is expected that the Buyer will provide reasonable assistance with the unloading of materials.
    11. For supply, only a maximum of 2 hours is included for offloading the Goods and the Company reserves the right to charge any additional costs incurred should this time be exceeded. All pallets and packaging used during transportation will become the property of the Buyer unless specifically stated in the Quotation.
    12. Deliveries will be agreed upon once all final preparations are complete and any variations must be confirmed by either party in writing.
  7. Delay to the Delivery or Completion
    1. If, due to circumstances outside the control of the Company, the Buyer cannot accept delivery of any of the Goods and Services on the Date for Delivery, or is otherwise unable to grant access to the Company to the place for delivery for the purpose of delivery of the Goods or the commencement of the Services, the Company reserves the right to recover any costs incurred by the delay and/or to continue to manufacture Goods and deliver them to storage in accordance with Clause 8. The value of Goods not delivered as a result of delays by the Buyer or reasons outside the control of the Company will be included in the Application for Payment issued immediately after the relevant Date for Completion.
    2. The Company shall not be liable for any delay or for any consequences of any delay in the production or delivery of any of the Goods or in the completion of the Services where the Date for Completion is an estimate as defined in 6.3.
    3. If and whenever it becomes reasonably apparent that the commencement, progress or completion of the Goods and Services is being or is likely to be delayed due to circumstances outside the control of the Company, the Company shall give notice to the Buyer. If any such delays occur, then (unless the cause of the delay frustrates or renders impossible or illegal the performance of the Contract or shall otherwise discharge the parties from their obligations under the Contract) the Date for Completion shall be extended by such period (not limited to the length of such delay) as the Company may reasonably require to complete the performance of its obligations. The Company will advise the Buyer of the revised Date for Delivery as soon as possible. The Buyer will be deemed to have accepted the revised Date for Completion unless he has objected in writing within 14 days of the Company’s notice, stating valid reasons for that objection.
    4. In circumstances where the Company has agreed a Date for Completion which is not an estimated date, and the Goods and/or Services are not so delivered or completed for reasons other than those set out in clause 7.3, the Company shall be liable to pay to the Buyer liquidated and ascertained damages in an amount equal to 0.5% of the Price per week of delay up to an aggregate maximum amount of 5% of the Price. It is incumbent on the Buyer to mitigate costs generated as a result of any delay. The Company shall have no other or further liability of whatsoever nature to the Buyer whether in Contract or in delict/tort in respect of a failure to deliver the Goods or to complete the Sen/ices in the circumstances outlined in this clause.
    5. Notwithstanding any other provision of the Contract, the Company shall not be liable to the Buyer by way of indemnity or by reason of any breach of the Contract or statutory duty or by reason of delict/tort (including but not limited to negligence) for any loss or profit or income or for any indirect or consequential loss or damage whatsoever which may be suffered by the Buyer).
    6. The Company shall have no liability to the Buyer in respect of any loss or damage to any Goods comprised in the Goods and Services whilst in transit nor in respect of any shortage in the quantity of such goods delivered unless, in the case of damage in transit or shortage in quantities, notice is given by the Buyer to the Company within 72 hours of such receipt and confirmed in writing within a further 48 hours.
  8. Storage
    1. Where the Buyer is unable to accept delivery of all or any of the Goods on the Date for Completion, it is the responsibility of the Buyer to arrange for suitable storage at the sole cost of the Buyer. If the Company has sufficient and appropriate facilities for those purposes it may offer to store the Goods at the Buyer’s risk and expense.
  9. Risk & Property
    1. All Goods shall be at the sole risk of the Buyer from the time that they are delivered to the Place of Delivery whether accepted by the Buyer or not. In the event that risk in the Goods has passed to the Buyer in accordance with the terms of the Contract then notwithstanding any other of its provisions such risk shall not in any circumstances be passed back to the Company.
    2. Notwithstanding delivery and the passing of risk in Goods, or any other provisions of these conditions, the ownership and title to the Goods shall not pass to the Buyer until the Company has received payment in full, by way of cleared funds, all sums due to the Company howsoever arising including but not limited to, the price of the Goods and Services supplied in terms of this agreement.
    3. Until such times as the ownership and title in the Goods passes to the Buyer, and in addition to its right to recover such Goods in terms of Clause 9.4 below, the Buyer shall hold the Goods and any proceeds from sales as the Company’s fiduciary agent, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company’s property, but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, always retaining the proceeds as identifiable as such.
    4. Until such times as the ownership and title in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the  Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
    5. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain in the ownership of the Company, but if the Buyer does so ail moneys owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
    6. Where an erection service is provided, the Company will satisfy reasonable sub-Contract requirements with respect to Employers’ Liability and Public Liability insurances. All other risks including Contractors All Risks insurance will be provided by the Buyer.
  10. Warranties and Liabilities
    1. Subject to sub clauses 10.5, 10.7, 10.8 and 10.9, the Company hereby undertakes to make good defects in the Goods and Services arising and intimated in writing within one year from the date of handover of each timber frame structure or roof truss product, due to any design, workmanship of materials carried out or supplied by the Company which is not due to ordinary wear and tear or to improper use of care by any other party other than the Company.
    2. The liability of the Company under this clause shall constitute its sole liability (save in respect of death or personal injury caused by the negligence of the Company) whether in Contract, delict/tort (including negligence) or otherwise in respect of any defects in the Goods and Services and any warranties or conditions implied by law are hereby expressly excluded to the fullest extent possible.
    3. The Buyer shall not be entitled to assign the benefit of this Contract.
    4. The Buyer shall not use or permit to be used the Goods or any part of the Goods supplied under this Contract before they have been completed, inspected and handed over by the Company. If the Goods or any part of them are so used the Buyer shall indemnify the Company against any liability that may be incurred by the Company to any person whether arising directly or indirectly from such use.
    5. Save in respect of death or personal injury caused by the negligence of the Company it shall not, either before or after the handing over to the Buyer of the Goods and Services, be liable for any loss and/or damage caused by or arising from the use of any Goods incorporated into any land or structure of the Buyer or any third party and shall not, in any event, be liable for any loss arising out of any cause beyond its reasonable control.
    6. The Company reserves the right to assign the Contract or to sub-contract part or all of the provision of the Goods and Services.
    7. Notwithstanding any other provision of the Contract, the Company shall not be liable to the Buyer by way of indemnity or by reason of any breach of the Contract or statutory duty or by reason of delict/tort (including but not limited to negligence) for and loss of profit or income or for any indirect or consequential loss or damage whatsoever which may be suffered by the Buyer.
    8. Any Goods manufactured to the design or specification of the Buyer or his agents or to details taken from plans supplied by the Buyer are manufactured and delivered without warranty of any kind except their compliance with such design (but subject to clause 10.9) or specification. The Buyer will unconditionally, fully and effectively indemnify the Company in respect of any claims, costs or expenses, losses or demands resulting therefrom including the Infringement of any patent, copyright, design, trademark or any other industrial or intellectual property rights resulting from the Company’s use of such design or specification.
    9. Where the Company undertakes any design as part of the Services, the Company’s total liability for that design will not be greater than that which would be owed by a professional design consultant supplying the same design under a Contract for the supply of that design only.
    10. These Terms state the full extent of the Company’s obligations and liabilities in respect of the provision of the Goods and the Services. The parties agree that any condition, warranty representation or other term concerning the provision of the Goods and the Services which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law
  11. Supply of Onsite services (where included in Quotation)
    1. The supply of the Services at the Place of Delivery shall be governed by the following conditions and the attached Schedule of Attendances:
    2. The Buyer will ensure that the foundation works at the Place of Delivery upon which the Goods are to be erected are completed and fit for purpose in accordance with the dimensions and specifications contained in the relevant plans, drawings and specifications at least 5 working days prior to the commencement of the Services at the Place of Delivery.
    3. The Buyer will ensure that all licenses, permits and regulatory requirements are obtained and complied with at least 5 working days prior to the commencement of the Services at the Place of Delivery.
    4. The Services shall be carried out in a proper and workmanlike manner in accordance with the Health and Safety Plan, Method Statements. Risk Assessments and site-specific requirements as incorporated into the Quotation or otherwise accepted in writing by the Company.
    5. On completion of the Services, the Company will present a handover sheet to the Buyers’ representative at the Place of Delivery for acceptance. Acceptance will be deemed to have occurred on presentation of this document or on commencement of any follow-on trades whichever occurs first and the Company’s liability for defects in relation to the Goods and Services as set out in these Terms shall commence on the date noted on the handover sheet/delivery note and will expire 12 calendar months thereafter.
  12. Prevention of Frustration
    1. If the Contract becomes impossible to perform or is otherwise frustrated by the acts or omissions of the
      Buyer or its employees or agents, the Buyer shall be liable to pay the Company all reasonable costs,
      expenses, overheads and all loss of profit which the Company, its suppliers or sub-Contractors incur as a
      result of such frustration or impossibility of performance.
    2. Notwithstanding anything else contained in the Agreement, neither party shall be liable tor any delay in
      performing its obligations hereunder if such delay is caused by circumstances beyond the reasonable
      control of the party so delaying (including without limitation any delay caused by any act or omission of
      the other party) provided however that any delay by a sub-contractor or supplier of the party so delaying
      shall not relieve that party from liability for delay except where such delays are beyond the reasonable
      control of the sub-contractor or supplier concerned. Subject to the party so delaying promptly notifying the other party in writing of the reasons for the delay (and the likely duration of the delay) the performance of such party’s obligations shall be suspended during the period that the said circumstances persist and such party shall be granted an extension of time for performance of its obligations hereunder equal to the period of the delay. Save for such delays caused by the acts or omissions of the other party (in which event the rights and liabilities of the parties shall be those conferred and imposed by the other terms of the Agreement and by law) any cost arising from such delay shall be borne by the party incurring the same. Either party, if such delay continues for more than 8 weeks, may terminate the Agreement
      forthwith on giving notice in writing to the other in which event neither party shall be liable to the other by reason of such termination save that the Buyer shall pay the Company such sums due to it under the
      Agreement.
    3. In the event of any extension of time being granted pursuant to this Clause, then the agreed delivery
      dates (if any) shall be amended accordingly.
  13. Intellectual Property Rights
    1. The Buyer warrants that any decision or instruction, design or idea expressed or given by him to the
      Company for use in the execution of the Company’s obligations under this Contract shall not cause the
      Company to infringe any third party Intellectual Property Rights.
    2. The Company reserves the copyright and all other Intellectual Property Rights in all designs and
      documents produced by it in connection with the Contract (whether before, on or after the date thereof).
      It is acknowledged that such designs and documents are supplied to the Buyer and licensed to it for the
      sole purpose of the Contract. It is an express condition of the Contract that the contents of such
      documents (or any part of them) shall be Confidential Information belonging to the Company, shall not
      be used or communicated in any manner to any other person, firm or company without the Company’s
      prior written consent and shall not be used by the Buyer other than for the purpose of the Contract.
  14. Termination
    1. The Company shall be entitled to terminate this Agreement forthwith by notice in writing to the other if
      the Buyer:

      1. is in material breach of any of the terms of this Agreement including failure to pay sums due
        and, in the case of a breach capable of remedy, fails to remedy such breach within 30 days of
        receipt of written notice giving full particulars of the breach and of the steps required to remedy
        it; or
      2. passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation
        or reconstruction) or a court makes an order to that effect; or
      3. becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any
        arrangement or composition with or grants a trust deed in favour of its creditors or is
        sequestrated; or
      4. has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar
        officer appointed over any of its assets; or
      5. ceases, or threatens to cease, to carry on business.
    2. The Company shall in the above circumstances prepare and submit to the Buyer within 14 days of the
      date of termination, an account setting out the total value of the Goods and Services supplied inclusive
      of design, manufacture and erection costs (as the case may be) under deduction of all sums previously
      paid to the Company by the Buyer. The Buyer shall pay to the Company the amount due within 28 days
      of its submission.
  15. Adjudication
    1. If any dispute or difference, arises under the Contract at any time, either party may refer it to
      adjudication in accordance with the following procedure which is intended to comply with the Housing
      Grants and Regeneration Act 1996 (“the Construction Act”).
    2. The person (“Adjudicator”) to decide the dispute or difference shall be either an individual agreed by the
      parties or on the application of either party, an individual to be nominated as the Adjudicator by the
      Chairman or acting Chairman of the Royal Institute Of Chartered Surveyors in Scotland (“the
      nominator”). Provided that where either party has given notice of his intention to refer a dispute or
      difference to adjudication then:

      1. any agreement by the parties on the appointment of an Adjudicator must be reached with the
        object of securing the appointment of, and the referral of the dispute or difference to, the
        Adjudicator within 7 days of the date of the notice of intention to refer
      2. any application to the nominator must be made with the object of securing the appointment of,
        and the referral of the dispute or difference to, the Adjudicator within 7 days of the date of the
        notice of intention to refer
    3. If the Adjudicator dies or becomes ill or is unavailable for some other cause and is thus unable to
      adjudicate on a dispute or difference referred to him, then either the parties may agree upon an
      individual to replace the Adjudicator or either party may apply to the nominator for the nomination of a
      new Adjudicator to adjudicate that dispute or difference
    4. When a party requires a dispute or difference to be referred to adjudication (“the Referring Party”) then
      the Referring Party shall give notice to the other party of his intention to refer the dispute or difference,
      briefly identified in the notice to adjudication. If an Adjudicator is agreed or appointed within 7 days of
      the notice, then the Referring Party shall refer the dispute or difference to the Adjudicator (“the referral”)
      within 7 days of the notice. If an Adjudicator is not agreed or appointed within 7 days of the notice of the
      referral then the referral shall be made immediately on the Adjudicator being agreed or appointed. The
      Referring Party shall include with the referral particulars of the dispute or difference together with a
      summary of the contentions on which he relies, a statement of the relief or remedy, which is sought,
      and any material he wishes the Adjudicator to consider. The referral shall be copied simultaneously to
      the other party.
    5. The referral to the Adjudicator and the copies thereof to be provided to the other party shall be given by
      actual delivery, by email, by facsimile or by special delivery or recorded delivery. If given by facsimile or
      email, then, for record purposes the referral must forthwith be sent by first class post or given by actual
      delivery.
    6. The Adjudicator shall upon receipt of the referral confirm the date of that receipt to the parties
    7. The party not making the referral (“the Responding Party”) may. by the same means stated in clause
      15.5, send to the Adjudicator within 7 days of the date of the referral, with a copy to the Referring Party,
      a written statement of the contentions on which he relies and any materials he wishes the Adjudicator to
      consider
    8. The Adjudicator shall within 28 days of the referral and acting as an Adjudicator for the purpose of
      S.108 of the Housing Grants, Construction and Regeneration Act 1996 and not as an expert or an
      arbitrator reach his decision and forthwith send that decision in writing to the parties. Provided that the
      period of 28 days within which to reach his decision may be extended by up to 14 days with the consent
      of the Referring Party alone or extended by such a longer period as both of the parties may agree.
    9. The Adjudicator shall be obliged to give reasons for his decision in writing within the time specified for
      reaching his decision
    10. In reaching his decision the Adjudicator shall be independent and act impartially and set down his own
      procedure; and at his absolute discretion may take the initiative in ascertaining the facts and the law as
      he considers necessary in respect of the referral.
    11. The Adjudicator shall decide the circumstances in which or the period for which a simple rate of interest
      shall be paid.
    12. Any failure by either party to comply with any requirement of the Adjudicator under clause 15.12 or with
      any provision or requirement under clause 16 shall not invalidate the decision of the Adjudicator.
    13. The Adjudicator may direct as to who should pay the costs of any test or opening up if required.
    14. The Adjudicator may by direction determine the apportionment between the parties of liability for his
      fees and expenses and shall have the power to award the expenses incurred by one of the parties in
      relation to the adjudication against the other party.
    15. The decision of the Adjudicator shall be binding on the parties unless the dispute is otherwise the
      subject of legal proceedings or by agreement, within 14 days of the date of the Adjudicator’s decision.
    16. The Adjudicator will not be liable for anything done or omitted in discharge or purported discharge of his
      functions as Adjudicator unless the act or omission is in bad faith, and any employee or agent of the
      Adjudicator is similarly protected from such liability.
  16. Exclusions
    1. The Quotation excludes the following items, in addition to those specified in the Schedule of
      Attendances:

      1. Those specified in the Quotation which, unless agreed in writing, it shall be the Buyers
        responsibility to provide the Company’s requirement.
      2. Whilst the Company will endeavour to comply with all relevant statutory provisions and Codes
        of Practice applicable to the provision by the Company of the Goods and Services, the
        Company will have no responsibility to obtain any consents or permissions necessary for the
        supply of the Goods and Services
      3. Builder’s work in connection with plumbing, heating and ventilation and other mechanical and
        electrical services including notching and holing for cable, pipe runs, flue, vents and such like.
      4. Any costs incurred by the Company associated with the production and issue to any party on
        the instructions of the Buyer of structural calculations relating to the Goods and Services
      5. The provision of a Collateral Warranty Agreement, unless otherwise agreed in the Quotation
  17. Applicable Law
    1. The Contract shall be governed by and be construed in accordance with the laws of Scotland and shall
      be subject to the exclusive jurisdiction of the Scottish courts.
  18. Use Of Information
    1. You agree that we may use your Personal Information to supply products and services and for the other
      purposes described in our Privacy Policy. If you would like more information about our privacy
      practices, how to access or correct our records, or make a complaint, please review the Privacy Policy
      on our website.
  19. Notices
    1. All notices under the Contract shall be in writing and may be served by delivery or sent by pre-paid firstclass post or sent by fax to:
      1. the Company at its registered office or such address as shall be notified to the Buyer by The
        Company for this purpose; or
      2. the Buyer at the registered office of the Buyer (if it is a company or limited liability partnership) or
        (in any other case) at any address of the Buyer within the United Kingdom which is set out in
        any document which forms part of the Contract or such other address in the United Kingdom as
        shall be notified to The Company by the Buyer for this purpose.
    2. Notices shall be deemed to have been received:
      1. if sent by pre-paid first-class post, two days (excluding weekend and bank/public holidays) after
        posting (exclusive of the day of posting); or
      2. if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on
        the next working day.
  20. Schedule of Attendance and Facilities to be provided by the Buyer
    The following attendances shall be provided and maintained at all times for the duration of and in relation to the provision of the services at the Place of Delivery, free of charge and in a manner so as not to disrupt or restrict the regular progress of the Services and in compliance with the relevant current Health and Safety at Works requirements and legislation.:

    1. Any hoisting, craneage, forklifts or plant requirements of any kind required for the unloading, distribution or erection of the structure, together with skilled and qualified operatives as appropriate unless specifically incorporated within the Quotation.
    2. In Supply only contracts, labour and plant for unloading, checking and distribution of any materials
      supplied.
    3. Scaffolding and any other item necessary for access or roof edge protection etc which is required to
      meet with HSE statutory requirements and which may require to be altered during the progress of the
      services. The external scaffolding must be erected prior to the delivery of the Goods.
    4. Fall/arrest, soft landing systems, nets, harnesses etc to be supplied and moved as and when necessary
      for the execution of the services.
    5. Suitable hard standing and clear access to all sides of the structure to permit access and for cranes etc
      to operate and free from obstruction such as overhead cables, power lines, trees and other similar
      obstructions.
    6. 110-volt power supply adjacent to the works and all temporary lighting
    7. Messing, canteen, first-aid and welfare facilities including drying facilities.
    8. Secure, lock fast container for tools and sundry materials.
    9. Skips or the like placed immediately adjacent to and at the same level as the working area for the
      removal of rubbish and debris off site including tipping charges.
    10. Protection of the works where taken over by other trades or Contractors or where the Company has left
      the site.
    11. Provision of security (including security personnel) to safeguard the plant, equipment and the Goods.
    12. Telephone/Fax facilitie