Terms & Conditions

PURCHASE OF GOODS OR SERVICES

1 DEFINITIONS

1.1 In this document the following words and expressions shall have the following meanings:

“Buyer” means RDI Associates Limited, a company registered in Scotland with number SC313784 and having its registered office at 101 Rose Street South Lane, Edinburgh EH2 3JG, either trading in its own name or through such of its trading divisions as shall be identified on the face of the contract;

“Contract” means a contract for the purchase of the Goods or Services by the Buyer from the Seller in accordance with the Purchase Order, the Specification and any other documents referred to therein or agreed in writing between the parties as applicable to the contract between them;

“Goods” means the equipment, goods and/or materials ordered or bought by the Buyer in terms of the Contract (including the replacement and renewals thereof and all accessories and additions thereto whether added or made before or after the date of the relevant order) and any Goods in relation to which the Seller is providing Services on behalf of the Buyer;

“Insolvency Event” means any of the following:

(a) the Seller ceases to trade or becomes unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986, the Seller makes or seeks to enter into an arrangement or composition with his creditors or files or lodges with the court any document required to obtain a moratorium for the Seller on terms of section 1A and Schedule A1 of the Insolvency Act 1986 or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors;

(b) the Seller commences to be wound up by either the passing of any resolution for either voluntary winding up or the presentation of a petition for the winding-up of the Seller to any court;

(c) the Seller has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or part thereof;

(d) documents are filed with the court for the appointment of an administrator of the Seller or notice of intention to appoint an administrator is given by the Seller or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986) or an application made to any court for the granting of an administration order in respect of the Seller;

(e) the grounds set out in section 267 of the Insolvency Act 1986 are satisfied in respect of the Seller permitting a person who, in terms of section 264 of the Insolvency Act 1986, is entitled to present a bankruptcy petition to do so or if such a person does present a bankruptcy petition;

(f) a bankruptcy order is made in respect of the Seller;

(g) the Seller presents a debtor’s petition to the court;

(h) the Seller becomes apparently insolvent within the meaning of section 7 of the Bankruptcy (Scotland) Act 1985;

(i) the estate of the Seller is sequestrated or any petition for sequestration of the Seller is presented to the court;

(j) the Seller grants a trust deed in favour of a trustee or trustees under which assets of the person are transferred to be administered for the benefit of his creditors and the payment of debts; or

(k) the Seller takes or suffers any similar or analogous action in consequence of debt in any jurisdiction.

“IPR” means existing and/or future intellectual or industrial property rights, (including but without prejudice to the foregoing generality, all existing and future copyright, design rights (whether registered or unregistered), database rights, patents, trade marks (whether registered or unregistered), semi-conductor topography rights, internet rights/domain names, know how and any and all applications for any of the foregoing);

“Main Contract” means a contract entered into by the Buyer with a third party (other than the Seller);

“Purchase Order” means an order for Goods or Services made by the Buyer using the Buyer’s purchase order;

“Purchase Order Number” means the individual reference number allocated to the Purchase Order by the Buyer;

“Price” means the price payable for the Goods or Services by the Buyer as set out in the Purchase Order;

“Seller” means any person or persons, firm or firms, company or companies, authority or authorities named in the Purchase Order or the Contract from whom the Buyer shall order or buy the Goods or Services and shall include his or their permitted successors, transferees, assignees, executors and personal representatives;

“Services” means any services ordered by the Buyer in terms of the Contract;

“Specification” means the specification setting out the Buyer’s requirements in respect of the Goods and/or Services, which is attached to the Purchase Order or which shall be submitted by the Buyer to the Seller; and

“Terms and Conditions” means the terms and conditions contained in this document.

1.2 In these Terms and Conditions unless otherwise specified or the context otherwise requires:

(a) words in the singular include the plural and vice versa;

(b) words in one gender include all other genders;

(d) references to these Terms and Conditions or any other document are references to these Terms and Conditions or that document as modified, amended, varied, supplemented, assigned, novated or replaced (in each case, other than in breach of these Terms and Conditions) at any time;

(e) reference to a statute or statutory provision is a reference to it as it is in force from time to time and includes:

(i) any statute, statutory provision or subordinate legislation which it amends or re-enacts; and

(ii) any subordinate legislation made from time to time under that statute or statutory provision;

(f) reference to any Scottish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept, state of affairs or thing is deemed, in respect of any jurisdiction other than Scotland, to include that which most approximates in that jurisdiction to the Scottish legal term;

(g) references to a “person” includes a natural person, corporate or incorporated body (whether or not having separate legal personality);

(h) any phrase introduced by the words “including”, “include”, “in particular” or any similar expression is to be construed as illustrative only and is not to be construed as limiting the generality of any preceding words; and

(i) the words “other” and “otherwise” are not to be construed ejusdem generis with any foregoing words where a wider construction is possible.

(j) a “month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that, if there is no numerically corresponding day in the month in which that period ends, that period ends on the last day in that calendar month;

1.3 The headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of these Terms and Conditions.

2 ORDERING GOODS

2.1 The Buyer reserves the right to withdraw or cancel any Purchase Order or request for a quotation without notice at any time prior to receipt of acceptance and any quotation given by the Seller shall be subject to acknowledgement as stated below.

2.2 No request for a quotation by the Buyer shall constitute an offer to purchase goods or services.

2.3 The Buyer shall not be bound by any terms or any conditions set out in the Seller’s acknowledgement and these Terms and Conditions shall prevail to the exclusion of all other terms or conditions.

2.4 No previous correspondence, writings, facsimiles or verbal communications between the Seller and the Buyer regarding the Goods or Services shall form any part of or be incorporated into the Contract unless specifically referred to on the Purchase Order. For the avoidance of doubt, nothing in the Contract shall exclude or limit liability for fraudulent misrepresentation.

2.5 Any Purchase Order shall be accepted by means of the Seller’s written acknowledgement or by performance.

2.6 No Purchase Order shall be binding on the Buyer unless a written and unqualified acknowledgement and acceptance of such Purchase Order is received by the Buyer from the Seller within seven (7) working days of the date of issue of the Purchase Order. Notwithstanding the foregoing, the Buyer reserves the right at its total discretion to accept an unqualified acceptance and acknowledgement from the Seller even though it is received by the Buyer after the expiry of the seven (7) day period of acceptance.

2.7 The Buyer’s Purchase Order Number as set out on the Purchase Order must be clearly stated by the Seller on all acknowledgements, advices, invoices, delivery notes and correspondence.

2.8 Each Purchase Order acknowledged by the Seller shall be deemed to be an individual legally binding Contract between the Buyer and the Seller and shall be deemed to be subject to these Terms and Conditions.

2.9 The Buyer shall have the right from time to time during the performance of the Contract, by notice in writing, to direct the Seller to add to or omit from or otherwise vary the Goods or Services, and the Seller shall carry out such variation and be bound by the same Terms and Conditions, so far as applicable, as though the said variations were stated in the Contract.

2.10 Where the Seller receives any direction as set out in Clause 2.9 above which would occasion an amendment to the Price, then such amendment shall be valued by the Buyer by reference to any rates for, or schedules of, similar or related goods incorporated in the Buyer’s Purchase Order form, failing which by reference to rates generally accepted in the Seller’s industry for Goods of a similar description or, failing which, at a fair and reasonable rate.

3 PRICE AND PAYMENT

3.1 The Seller shall not make any alteration in the Price and any purported alteration shall not be binding on the Buyer unless agreed by the Buyer in writing.

3.2 The Price shall be set out in accordance with the Seller’s list of prices applicable at the date on which the order is placed.

3.3 Subject to the provisions of Clause 15 below, the price shall be payable by the Buyer within thirty (30) days of receipt of a valid Seller’s invoice by the Buyer.

3.4 The Seller undertakes to use its best endeavours to ensure that all invoices are issued in a timeous manner and, in any event, are received by the Buyer no later than 6 calendar months after the date of the relevant Purchase Order. The Seller acknowledges that the Buyer is unable to accept an invoice received after this date and will not be bound to pay any sums contained therein. The Seller further acknowledges that it considers this term to be fair and reasonable and it waives any and all rights it may have to take any legal action against the Buyer to recover the sums contained in such an invoice.

3.5 Time for payment shall not be of the essence of the Contract.

3.6 Any and all expenses, costs and charges incurred by the Seller in the performance of its obligations under the Contract shall be paid by the Seller.

3.7 The Buyer shall not pay and shall return to the Seller all invoices which do not quote the Purchase Order Number allocated to the Purchase Order by the Buyer. The Buyer shall notify the Seller of the Purchase Order Number at its earliest opportunity.

4 PACKAGING

4.1 All packaging materials are non-returnable unless otherwise specified in the Contract.

4.2 Where a charge is made by the Seller in respect of packaging materials and these are returned by the Buyer within thirty (30) days of receipt of the Goods, the Seller shall refund to the Buyer (whether by way of a credit or otherwise) the full amount charged.

5 DELIVERY AND PERFORMANCE

5.1 Delivery of Goods:

5.1.1 The Goods shall be delivered to the Buyer at the place and in accordance with the timescale set out in the Contract or if none is specified at such place and in accordance with such timescale of delivery or deliveries as the Buyer and Seller shall agree. The Seller shall advise the Buyer in writing (including email) of despatch of a consignment of Goods on the day of despatch.

5.1.2 The Seller shall include an unpriced delivery advice with each consignment of Goods which shall act as an inventory of the Goods delivered and for no other purpose.

5.1.3 The Goods may be subject to inspection by the Buyer or the Buyer’s customer and the Goods shall not be accepted, or be deemed to be accepted, until the Buyer shall have notified the Seller in writing to that effect; such notification shall be given only after full and proper inspection has been carried out and which inspection shall be made within a reasonable time. Acceptance of the Goods or Services by the Buyer shall be without prejudice to the Buyer’s rights and remedies under the Contract or otherwise.

5.1.4 Where a latent defect arises which could not reasonably have been apparent at the time of inspection, such Goods shall be deemed not to have been accepted by the Buyer until a reasonable time after the latent defect becomes apparent.

5.1.5 The Price shall be deemed to be inclusive of all carriage costs unless otherwise specifically stated in the Contract or agreed in writing by the Buyer.

5.1.6 Should the Goods be rejected by the Buyer, then the Seller will be obliged to remove them at the Seller’s own cost.

5.1.7 The Seller waives any right to any lien or right of retention which the Seller may have on the Goods in its possession.

5.2 Performance of Services:

5.2.1 The Services shall be provided to the Buyer at the place and on the dates in accordance with the timescale set out in the Purchase Order or in the Specification or, if none is specified, at such place and in accordance with such timescale as the Buyer and Seller shall agree.

5.3 Time shall be of the essence in respect of the Seller’s compliance with its obligations under the Contract in particular (without limitation) in respect of compliance with timescales set out in the Contract or otherwise agreed between the Buyer and the Seller.

5.4 In the event of any delay in delivery of the Goods or performance of the Services or any alteration in the Specification, the Seller must notify the Buyer in writing of any such delay or alteration (along with an explanation for such delay or alteration) as soon as the Seller becomes aware of the delay or alteration. The Buyer shall, without prejudice to any other remedies available to it, be entitled to reject the Goods or Services and rescind the Contract without any further obligations thereunder but without prejudice to any rights it may have thereunder.

6 RISK

The risk of loss, damage or destruction of the Goods shall not pass to the Buyer until immediately after the Seller has received the Buyer’s notification the Goods have been accepted.

7 TITLE TO GOODS

7.1 The Seller warrants that it has good, unencumbered and marketable title to the Goods and that it will transfer such title as it may have in the Goods to the Buyer pursuant to this Clause.

7.2 Except as provided in this Clause 7, property and title in the Goods shall pass to the Buyer immediately upon despatch of the Goods to the Buyer or the Buyer’s customer. If payment of the Price shall be made prior to despatch of the Goods to the Buyer, property and title in the Goods shall pass to the Buyer on payment and the Seller shall at its own risk separate, identify and hold the Goods on behalf of the Buyer and shall account to the Buyer for its dealings with the same, subject to the Buyer’s right of rejection upon delivery as set out in Clause 13 and the return of the Price paid together with any loss flowing from the breach of these Terms and Conditions.

8 INSURANCE

8.1 The Seller shall have adequate insurance to cover the risk of loss, damage or destruction of the Goods during the whole time that risk in the Goods lies with the Seller and shall notify the Buyer of the value of such insurance if so requested by the Buyer.

8.2 If requested by the Buyer, the Seller shall have the Buyer included on all such insurance policies as an additional insured. The Seller shall produce evidence of such risk in insurance if so requested by the Buyer.

8.3 The Seller shall have adequate insurance in place to cover the occurrence of injury or death during the whole time in which the Seller is providing Services to the Buyer under the Contract.

8.4 The Seller shall have adequate, and maintain in place, professional indemnity insurance to cover the risk of a claim in respect of any negligence on the part of the Seller in the provision of Services under the Contract.

9 BUYER’S MATERIALS

9.1 The Buyer may, at its discretion, supply to the Seller or fund in whole or in part the purchase by the Seller of materials, tooling or other equipment for use in the manufacture of the Materials (“Equipment“). All Equipment shall be and remain the property of the Buyer.

9.2 The Seller shall check upon receipt of any Equipment that it conforms in all respects to any relevant specification and meets any agreed quality standard and the Seller shall be deemed to have accepted the Equipment as such if the Seller does not return the same within seven (7) working days of receipt. The Seller shall maintain all Equipment in good order and condition (including without limitation, in accordance with any relevant manufacturer’s instructions). The Seller shall use any Equipment only for the purpose of implementing the Contract. Waste of, damage to or loss of any Equipment arising from bad workmanship or negligence of the Seller shall be made good at the Seller’s expense. The Seller shall mark all Equipment as the property of the Buyer and separate all Equipment from the Seller’s and any third party’s property and hold such Equipment on behalf of the Buyer at all times. The risk of loss, damage or destruction of the Equipment lies with the Seller while the Equipment is held by the Seller and until the Equipment is delivered to the Buyer.

9.3 The Seller shall not place any order with any third party for the purchase of any Equipment which is to be funded in whole or in part by the Buyer without prior written approval of the Buyer and without having received a Purchase Order from the Buyer.

9.4 In the event of termination of the Contract for any reason, the Seller shall deliver to the Buyer any Equipment, in accordance with the instructions of the Buyer.

10 BUYER’S RIGHTS

10.1 The Buyer’s rights under these Terms and Conditions are in addition to any conditions implied in favour of the Buyer including, without limitation, the Consumer Rights Act 2015.

10.2 At any time prior to delivery of the Goods to the Buyer, the Buyer shall have the right to inspect the Goods at all times.

10.3 If the results of such inspection cause the Buyer to be of the opinion that the Goods do not conform or are unlikely to conform with the requirements of the Contract, the Buyer shall inform the Seller and the Seller shall immediately take such action as is necessary to ensure conformity and in addition the Buyer shall have the right to require and witness further inspection.

10.4 The Seller shall maintain complete and accurate records of the time spent and material used by the Seller in providing the Services in such form as the Buyer shall approve. The Seller will allow the Buyer (or its representatives) to access the Seller’s premises and inspect such records and any and all information, documents, plans, specifications and other things relating to the Goods or Services reasonably requested by the Buyer to allow the Buyer to audit the Seller’s compliance with the Contract.

10.5 Notwithstanding any such inspection, the Seller shall remain fully responsible for the Goods and any such inspection shall not diminish or otherwise affect the Seller’s obligations under the Contract.

10.6 If any of the Goods fail to comply with the provisions set out in this Clause 10 the Buyer shall be entitled to avail itself of any one or more remedies listed in Clause 13.

11 SELLER’S WARRANTY AND LIABILITY FOR DEFECTS

11.1 The Seller warrants, undertakes and represents that:

11.1.1 the Goods shall be of the best available design and be of the best quality, material and workmanship;

11.1.2 the design, quality, material and workmanship of the Goods will comply with all the requirements set out in the Contract;

11.1.3 all reasonable skill and care (in accordance with generally recognised commercial practices and standards) will be taken in the provision of Services and that the Services shall comply with all the requirements set out in the Contract;

11.1.4 the Goods and Services will be fit for the Buyer’s intended purpose including in particular without limitation in respect of the Goods’ design and functionality. The Seller undertakes that it will provide, at its own expense, all assistance required by the Buyer in respect of ensuring that any goods in which the Goods are incorporated are accepted by a third party purchaser from the Buyer; and

11.1.5 shall comply with any and all laws, common laws, statutes, bye-laws, EU directives, regulations, orders or rules of court or deleted or subordinate legislation whether now or hereafter in effect which in any way affects or impinges upon the matters referred to in the Contract, the Goods or Services or the performance by the Seller of its obligations under the Contract.

12 INDEMNITY

The Seller shall keep the Buyer indemnified in full against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including loss of profit and revenue, legal and other professional fees and expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:

(a) any breach of the terms of the Contract by the Seller; and

(b) any claim made against the Buyer in respect of any liability, loss, damage, injury, cost or expense sustained by the Buyer’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods or Services.

13 TERMINATION AND REMEDIES

13.1 Without prejudice to any other right or remedy which the Buyer may have, if any Goods or Services are not supplied in accordance with, or the Seller fails to comply with, any of the terms of this Contract the Buyer shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods or Services have been accepted by the Buyer or its customer (in particular without limitation pursuant to Clause 5):

(a) to terminate the Contract;

(b) to reject the Goods or Services (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods or Services so returned shall be paid forthwith by the Seller;

(c) at the Buyer’s option to give the Seller the opportunity at the Seller’s expense either to remedy any defect in the Goods or Services or to supply replacement Goods or Services and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;

(d) to refuse to accept any further deliveries of the Goods or provision of Services under the Contract or any other contract between the Buyer and Seller but without any liability to the Seller;

(e) to carry out at the Seller’s expense any work necessary to make the Goods or Services comply with the Contract; and

(f) to claim such damages as may have been sustained in consequence of the Seller’s breaches of the Contract.

13.2 If an Insolvency Event occurs in respect of the Seller, the Buyer shall be entitled to terminate the Contract with immediate effect and without compensation to the Seller.

13.3 Upon termination of the Contract pursuant to clause 13.2 above, the Seller or the Seller’s receiver, administrator, liquidator or trustee in sequestration or bankruptcy or any similar officer appointed in respect of all or any part of the business or assets of the Seller shall deliver to the Buyer any Goods for which the Buyer has paid that are in the possession of the Seller.

13.4 The Buyer shall be entitled to terminate the Contract in whole or in part on thirty (30) days written notice to the Seller.

14 TRANSFER OF RIGHTS

14.1 The Seller shall not assign, charge, sub-contract or delegate its rights or obligations under the Contract in whole or in part without the prior written consent of the Buyer.

14.2 In the event of the Buyer agreeing to allow work to be done by a sub-contractor, the Seller shall ensure that such sub-contractor complies with the terms of the Contract and the Seller shall send to the Buyer a copy of any sub-orders to be entered into with sub-contractors immediately after they are issued to the relevant sub-contractor. The Seller shall be responsible for all work done and Goods or parts thereof supplied or Services provided by all sub-contractors. The Seller shall indemnify the Buyer against all loss (including consequential loss or any loss of profit) or damage incurred by the Buyer as the result of any act or omission on the part of the sub-contractor.

15 MAIN CONTRACT

Where the work to be carried out under the Contract relates to a Main Contract, the terms of which are referred to and incorporated in the Purchase Order, the Seller agrees that payment of the Seller’s invoice for the Goods and/or Services shall not be made by the Buyer until the Buyer has received the relevant payment from the third party under the Main Contract.

15.1 The Seller undertakes to indemnify the Buyer against any loss (including loss of profit) or damage incurred by the Buyer under the Main Contract as the result of any act or omission on the part of the Seller.

16 INTELLECTUAL PROPERTY RIGHTS

16.1 The Seller shall indemnify the Buyer and its customers against all direct and indirect losses (including consequential loss and loss of profit) arising from any infringement of any third party’s IPR by the manufacture or sale by the Seller of the Goods or provision of Services or the Buyer’s use of the Goods or Services.

16.2 All IPR in any specifications, plans, drawings, process information, patterns or designs supplied by the Buyer to the Seller in connection with the Contract shall remain the property of the Buyer, and any information derived therefrom or otherwise communicated to the Seller in connection with the Contract, shall constitute Confidential Information for the purpose of Clause 17. Any specifications, plans, drawings, process information, patterns or designs supplied by the Buyer must be returned to the Buyer on fulfilment of the Contract. The copyright for any material, including but without limitation, brochures or documents prepared for the Buyer by the Seller shall belong to the Buyer and the Seller hereby assigns any IPR arising from fulfilment of the Contract to and in favour of the Buyer and undertakes on request by the Buyer to sign and enter into any further documentation which the Buyer deems necessary to transfer the said IPR to the Buyer.

16.3 The Seller undertakes that it shall not assert any rights or register or apply to register any rights in any IPR which belong to the Buyer or any company which is a member of the same group of companies as the Buyer.

17 CONFIDENTIAL INFORMATION

17.1 Each party agrees and undertakes that (notwithstanding expiry or termination of the Contract) it shall keep confidential and shall not use for its own purposes, nor without the prior written consent of the other party disclose to any third party, all information of a confidential nature (including trade secrets and information of commercial value) which may become known to that party from the other party (“Confidential Information”), unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of the Contract or subsequently comes lawfully into the possession of that party from a third party or where disclosure is required by law or by a court or recognised stock exchange or regulatory body.

17.2 To the extent necessary to perform its obligations or exercise its rights under the Contract, each party may disclose Confidential Information to those of its employees, agents and permitted sub-contractors as may be reasonably necessary or desirable, provided that before any such disclosure each party shall make those employees aware of its obligations of confidentiality under the Contract and shall at all times procure compliance by those employees with them.

18 FORCE MAJEURE

18.1 If performance of any Contract by the Seller shall be delayed by war, fire, storm, flood or act of God (“Force Majeure Event“) then the Seller’s obligation under the Contract shall be suspended for the period of such delay, subject to the Seller using all reasonable endeavours to mitigate the impact of such Force Majeure Event. If performance of the Contract by the Seller shall be delayed by any such Force Majeure Event for a period of one (1) month, then the Buyer shall be entitled to terminate the Contract.

18.2 If performance of the Contract by the Buyer shall be delayed by any such Force Majeure Event beyond the control of the Buyer for a period of three (3) months, then the Buyer shall have the right to be discharged from further performance of and liability under the Contract.

19 NOTICES

Any notice to be given under, or in connection with these Terms and Conditions shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally or sending it by facsimile or electronic mail or pre-paid recorded delivery or registered post (or registered airmail in the case of an address for service outside the United Kingdom) to the registered office or principal place of business of the party (or as otherwise notified by that party hereunder). Any such notice shall be deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) in the case of pre-paid recorded delivery or registered post, forty-eight (48) hours from the date of posting;

(d) in the case of fax, at the time of transmission; and

(e) in the case of electronic mail, forty eight (48) hours after the time of sending.

If receipt occurs before 9am on a business day the notice shall be deemed to have been received at 9am on that day and if receipt occurs after 5pm on a business day, or on a day which is not a business day, the notice shall be deemed to have been received at 9am on the next business day. For the purpose of this Clause 19 “business day” means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.

20 WAIVER

No failure or delay by any party in exercising any right, power or privilege under these the Contract shall operate as a waiver nor shall any single or partial exercise preclude any further exercise of any right, power or privilege under the Contract or otherwise.

21 SEVERABILITY

If any provision of these Terms and Conditions shall be found by any court of competent jurisdiction to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall not affect the other part of that provision or the other provisions of these Terms and Conditions which shall remain in full force and effect.

22 SET-OFF

The Buyer shall be entitled but not obliged at any time or times without notice to the Seller to set-off any liability of the Seller to the Buyer against any liability of the Buyer to the Seller in either case howsoever arising. Any exercise by the Buyer of its rights under this Clause shall be without prejudice to any other rights or remedies available to the Buyer under the Contract or otherwise.

23 GOVERNING LAW

The interpretation of these Terms and Conditions and any Contract formed under these Terms and Conditions shall be governed by and construed in accordance with the law of Scotland and the parties hereto submit to the non-exclusive jurisdiction of the Scottish courts.