5 Application for Credit and Payment Terms.
5.1 You are to pay us the quotation price in cash or otherwise in cleared funds on or before delivery and /or performance as well as, upon delivery and / or performance, any uplift in the price in terms and condition 2.5, unless you have an approved credit account. If you fail to do so, we may decline delivery and / or performance and the provisions of condition 3.6 shall apply to the delivery of the goods.
5.2 If you have an approved credit account, payment is due no later than the end of the month following the month of delivery unless otherwise agreed in writing.
5.3 We will only consider an application for a credit account subject to the satisfactory completion of our ˜Application to Open a Credit Account` (œApplication Form).
5.4 By completing and returning the Application Form, you:
5.4.1 consent to us carrying out such credit referencing as we shall consider appropriate; and
5.4.2 accept that all business transacted with us shall be on and subject to these conditions
5.5 We may in our absolute discretion decline any application for credit and shall not or be required to give any reason therefore.
5.6 If you have an approved credit account, we may withdraw it or reduce tour credit limit or bring forward tour due date for payment. We may do any of those at any time without notice.
5.7 We reserve the right to cancel the credit agreement applicable to your credit account in the event of a change in the ownership of your company.
5.8 If you fail to pay us in full in accordance with condition 5.1 or 5.2:
5.8.1 we may suspend or cancel future deliveries and / or services;
5.8.2 we may cancel any discount offered to you;
5.8.3 you must pay us interest at the rate equivalent to that set for the purposes of section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 as amended, extended or re-enacted:
a. calculated (on a daily basis) from the date of our invoice until payment;
b. compounded on the first day of each calendar month; and
c. before and after any judgement or decree (unless the court orders otherwise).
5.9 You do not have the right to set off any money you may claim from us against anything you may owe us.
5.10 While you owe money to us, we have a lien on any of your property on our possession.
5.11 You are to indemnify us in full from all expenses and liabilities we may incur (directly or indirectly and including without limitation, all advisory costs including legal costs) following any breach by your of any of your obligations under these conditions.
15 Data Protection
15.1 We may use and you agree that we may use and disclose personal information about you to third parties for the purpose of supplying goods and / or services to you and processing invoices and statements. In respect of any of your personal data held by us, we agree to comply with the provisions of the Data Protection Act 1998.
16.1 Any contract made under these conditions where the return address on the Application Form is situated in England or Wales, shall be governed by and construed under Scottish law and the Scottish courts shall have exclusive jurisdiction in respect of such contract.
16.2 Any contract made under these conditions where the return address on the Application Form is situated in Scotland, shall be governed by and construed under Scottish law and the Scottish courts shall have exclusive jurisdiction in respect of such contract.
16.3 If you are more than one person, each of you has joint and several obligations under these Conditions
16.4 If any of these Conditions are unenforceable as drafted:
16.4.1 It will not affect the enforceability of any other of these Conditions; and
16.4.2 if it would be enforceable if amended, it will be treated as so amended.
16.5 We may treat you as insolvent if:
16.5.1 you are unable to pay your debts as they fall due; or
16.5.2 you (or any item of your property) become the subject of:
a. any formal insolvency procedure (examples of which include receivership, liquidation, administration , voluntary arrangements
(including a moratorium) or bankruptcy);
b. any application or proposal for any formal insolvency procedure; or
c. any application, procedure or proposal overseas with similar effect or purpose.
16.6 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
16.7 Any notice by either of us which is to be served under these Conditions may be served by leaving it at or by delivering in to (by first class post or by fax) the other`s registered office or principal place of business. All such notices must be signed by an authorised signatory.
16.8 Unless expressly agreed otherwise if the contract is governed by the laws of Scotland pursuant to condition 16.1 and 16.2 no contract between us will create any right enforceable by any person not identified as the buyer or seller.
16.9 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either.
16.9.1 contained in out estimate (or any covering letter) and not withdrawn before the contract is made; or
16.9.2 which expressly state that you may rely on them when entering into the contract.
16.10 Nothing in these conditions affects, or limits, our liability.