Terms and Conditions
Buyer: the person who buys or agrees to buy the goods from the Seller.
Conditions: the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller
Goods: the articles which the Buyer agrees to buy from the Seller.
Price: the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Seller: means Komandor Scotland (Central) Limited of 69 High Street, Kirkcaldy, KY1 1LN
VAT: means value added tax under the Value Added Taxes Act 1994 or the fiscal tax applying to the sale of the Goods
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of a director of the Seller.
2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
The Price shall be the price quoted on the Seller’s confirmation of order. The Price is inclusive of VAT which shall be due at the rate in force on the date of the Seller’s invoice.
4. Payment and Interest
4.1 Payment of the deposit Price and VAT, at the then applicable rate, shall be due on confirmation of order by the Buyer and final payment and VAT within  days of the date of satisfactory completion of the Seller’s installation work. Time of payment is of the essence.
4.2 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of [8%] per annum above the Bank of Scotland base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
5.1 The quantity and description of the Goods shall be as set out in the Seller’s confirmation of order.
5.2 Certain statutory rights shall apply in respect of the Goods. Accordingly the Goods must:
5.2.1 be of a satisfactory quality
5.2.2 be fit for a particular purpose
5.2.3 match the description, sample or model
5.2.4 be installed correctly
The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller in the confirmation of order. [Except where the Buyer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977), all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded].
7. Delivery of the Goods
7.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery or made available for collection by the Buyer at the Seller’s, or carrier’s as the case may be, premises set out in the order. The Buyer will collect the Goods within the period specified in the order..
7.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
8. Acceptance or Rejection of the Goods
8.1 If, when they are supplied, the Goods do not meet the requirements above, there is a short period of 30 days during which the Buyer is entitled to reject them. In this instance, the Buyer must prove the defect was there at the time of delivery.
8.2 If the Buyer asks for repair or replacement during the initial 30-day period, the period is paused so that the Buyer has the remainder of the 30-day period, or seven days (whichever is longer) to check whether the repair or replacement has been successful and to decide whether to reject the goods.
8.3 Where the Buyer has accepted, or has been deemed to have accepted the Goods, the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
8.4 Where the Buyer rejects the Goods, he or she can claim a refund. This refund may be reduced to take account of any use the consumer has had from the goods.
8.5 Where the Buyer rejects the Goods and cancels the contract wrongfully, the Seller can claim any reasonable costs incurred.
9. Repair and Replacement of the Goods
9.1 Should a breach of contract arise, and the Buyer has lost or chooses not to exercise his or her right to reject goods, he or she will be entitled in the first instance to claim a repair or replacement.
9.2 Where a repair or replacement is claimed, the Seller must do this at no cost to the Buyer, within a reasonable time and without causing significant inconvenience.
9.3 Once the Buyer has selected a remedy, he or she must give the Seller a reasonable time to provide that remedy.
9.4 Where repair or replacement fail, the Buyer is entitled to further repairs or replacements or he or she can claim a price reduction or the right to reject.
10. Title and risk
10.1 Risk shall pass on delivery of the Goods to the Buyer’s address.
10.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
10.3 Until title passes the Buyer shall:
10.3.1 hold the Goods as bailee for the Seller;
10.3.2 store or mark them so that they can at all times be identified as the property of the Seller;
10.3.3 take all reasonable care of the Goods and keep them in a reasonable condition; and
10.3.4 insure the Goods: (i) with a reputable insurer (ii) from the date of delivery (iii) against all risks (iv) for an amount at least equal to the price (v) noting the Seller’s interest on the policy.
10.4 The Seller may at any time before title passes and without any liability to the Buyer:
10.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
10.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
10.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
11. Carriage of Goods
Carriage will be chargeable on all sales under (N/A). This will be at the rate of (N/A)
12. Governing Law and Jurisdiction
12.1 These Conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Scotland.
12.2 Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or its subject matter or formation (including non-contractual disputes or claims).