Terms and Conditions of Sale

1.

DEFINITIONS etc.

1.1

In these Conditions of Contract:-

1.1.1

‘Contract’ means the agreement between Loon Luxe and the Purchaser constituted by Loon Luxe’s acceptance of the Purchaser’s offer to purchase the Goods;

1.1.2

‘Contract Price’ means the price payable by the Purchaser in respect of the purchase of the Goods, as such price may be stated in the Contract or otherwise agreed between the parties; together with any Value Added Tax or any other charges, duties or taxes which may be levied or due in respect of the Goods or their supply or the Contract Price; 

1.1.3

‘Goods’ means any goods of whatsoever nature supplied by Loon Luxe to the Purchase pursuant to or in connection with the Contract;

1.1.4

‘Purchaser’ means the individual, firm, company or other organisation or body contracting to purchase any goods from Loon Luxe

2. 

THE CONTRACT

2.1

The Contract shall not be varied in any manner whatsoever except with the written agreement of Loon Luxe. Without prejudice to the generality of the foregoing, the failure of Loon Luxe to insist upon strict performance of any term of the Contract, or the failure of Loon Luxe to exercise any right or remedy to which it is entitled in terms of or in respect of any term of the Contract, shall not be taken as agreement on the part of Loon Luxe to any variation of any term part of the Contract. 

2.2

No representation, statement or warranty given by any agent, employee or representative of Loon Luxe, whether made in writing or orally and whether made before or after the parties entered into the Contract, will modify, vary or supersede any term of the Contract (except insofar as they modify, vary or supersede same in writing in accordance with the provisions of Clause 2.1). April 2019 2 The Contract constitutes the whole agreement between Loon Luxe and the Purchaser, and in entering into the Contract, the Purchaser shall be deemed not to have relied on, and waives any claim in respect of any breach of; or misrepresentation (whether negligent or otherwise) contained in, any such representation, statement or warranty.

3. 

THE GOODS

3.1 

The Purchaser acknowledges that they have had an opportunity to examine the Goods prior to entering into the Contract. Accordingly, whether the Purchaser has taken that opportunity, the Purchaser shall be deemed to purchase the Goods subject to all defects and imperfections affecting same and with notice of all such defects and imperfections. The Purchaser shall not be entitled to reject (either in whole or in part) the Goods because of any defects or imperfections in the Goods, or to claim any compensation or damages of whatsoever nature in respect of any such defects or imperfections.

3.2

All conditions, terms and warranties implied by, or expressly stated to apply to contracts of a type like the Contract by, statute or common law which may lawfully be excluded from the Contract are hereby so excluded.

3.3 

Any representation, statement or warranty concerning the Goods or their condition or quality made by any agent, employee or representative of Loon Luxe, whether in writing or orally and whether before or after the Contract was entered into, shall be deemed to have been made for guidance only, and no warranty or guarantee in respect of the accuracy of any such representation, statement or warranty is given or is to be implied. Any such representation, statement or warranty may not be accurate and the Purchaser shall be deemed not to have relied on, and waives any claim in respect of any breach of, or misrepresentation (whether negligent or otherwise) contained in, any such condition, representation, statement or warranty. 

3.4

The Purchaser shall be deemed not to have relied upon, and shall not in the future rely upon, the skill and judgement of Loon Luxe or any of Loon Luxe’s agents, employees or representatives to any extent in selecting the Goods or in determining their quality or condition or suitability for any purpose.

3.5

Any description of the Goods given by Loon Luxe, whether orally or in writing and whether before or after the Contract is entered into, is given by way of identification only, and shall not result in the sale of the Goods in such a manner as to constitute a sale by description, nor shall any such description be deemed to import any statement or representation concerning the Goods or their quality or condition.

3.6

Loon Luxe shall have no liability to the Purchaser for any loss or damage howsoever caused (including loss or damage caused by the negligence of the Purchaser, its agents, employees or representatives) arising out of or in connection with the purchase, possession, use or resale by the Purchaser of the Goods provided that nothing in this Clause shall exclude the liability of Loon Luxe for death or personal injury resulting directly from the negligence of Loon Luxe, its agents, employees or representatives.

4. 

PRICE AND PAYMENT 

4.1 

Loon Luxe shall provide to the Purchaser a priced invoice in respect of the Contract Price as soon as reasonably practical after the Contract has been entered into. The Purchaser shall pay the amount shown on the invoice as being payable by it to Loon Luxe within 14 days of the date of the invoice. The time within which the Purchaser is to pay for the Goods shall be of the essence of the Contract. 

4.2

In this Condition 4, ‘invoice’ includes an electronic invoice meeting all the requirements set out in regulation 70A of the Public Contracts (Scotland) Regulations 2015 or regulation 44A of the Concession Contracts (Scotland) Regulations 2016. 

5.

DELIVERY

Unless an alternative method of delivery is agreed between Loon Luxe and the Purchaser in writing, the Purchaser shall collect the Goods from the offices, store or other premises of Loon Luxe notified to him by Loon Luxe, the time and date of such collection to be agreed between the parties provided always that:- 

5.1 

the Purchaser shall not be entitled to collect the Goods until payment in full of the Contract price has been made to Loon Luxe, and 

5.2

the Purchaser shall collect the Goods within 10 days of the date on which the Purchaser makes payment of the Contract price to Loon Luxe. 

6.

SECURITY AND ACCESS TO LOON LUXE’S PREMISES 

Section 6. of “Condition of Contract for the Sale Of Goods - Scotland Act” Does not apply here. 

7. 

RISK AND PROPERTY

7.1

Risk in the Goods shall pass from Loon Luxe to the Purchaser at the time of collection of the Goods by or on behalf of the Purchaser from Loon Luxe, or on delivery of the Goods by Loon Luxe to the Purchaser or a third party on behalf of the Purchaser, whichever shall be applicable and which, in both cases, shall be immediately prior to the loading of the Goods onto or into the means of transport being used to transport the Goods from the premises of Loon Luxe to those of the Purchaser or the third party accepting delivery on behalf of the Purchaser. In the event that the Purchaser (or any third party acting on behalf of the Purchaser) does not collect the Goods or accept delivery of them at the April 2019 5 time agreed between the parties, or within the period referred to in Clause 5.2, then risk in the Goods shall pass to the Purchaser at such agreed time or on the expiry of the period referred to in Clause 5.2, whichever shall be the earlier, notwithstanding that delivery of the Goods has not taken place or that the Goods have not been collected. 

7.2

The property in the Goods shall not pass from Loon Luxe to the Purchaser until Loon Luxe has received payment in full of the Contract Price. 

7.3

The Purchaser shall not sell or otherwise transfer or purport to sell or otherwise transfer the property (or any other interest) in, or grant any security over or otherwise enter into any transaction or dealing of whatsoever nature concerning the Goods to or with any third party until property in the Goods has passed to the Purchaser in accordance with the provisions of this Clause. 

8.

TERMINATION

Loon Luxe may, without prejudice to any other right or remedy which they may have, terminate the Contract with immediate effect by written notice to the Purchaser in the event that:- 

8.1

any payment due by the Purchaser to Loon Luxe is not made by the due date; 

8.2

the Purchaser commits (knowingly or otherwise) any other breach of these Conditions of Contract; or 

8.3

if the Purchaser is a limited company, an administrator, administrative receiver, manager, or receiver is appointed to it, or over all or any part of the property which may from time-to-time be comprised in the property and undertaking of it, or it passes a resolution that it be wound up, or a Court makes an order that it be wound up; or 

8.4

if the Purchaser is an individual, a petition is presented for the sequestration of the estate of the Purchaser, or they are apparently insolvent or makes any arrangement with or for the benefit of creditors, or makes any conveyance or assignation or composition for the benefit of creditors or if a trustee is appointed to manage their affairs; or 

8.5

if the Purchaser is a partnership or firm or a number of persons acting in whatever capacity, any of the events referred to in Clause 8.3 or 8.4 occur in respect of the partnership or firm or any such person, or a petition is presented that the Purchaser be wound up as an unlimited company. 

9.

INDEMNITY

Without prejudice to any other right or remedy which Loon Luxe may have, the Purchaser shall indemnify Loon Luxe against all actions, claims, costs, demands, expenses and losses which may be made against or incurred by Loon Luxe as a result of or in connection with any damage to property or any injury to any person (whether fatal or otherwise) which arises from any defect in the Goods or their possession, use or resale by the Purchaser or any other party or any negligent or wrongful act or omission of the Purchaser.

10. 

DISCRIMINATION

The Purchaser must not unlawfully discriminate against any person within the meaning of the Equality Act 2010 in its activities relating to the Contract or any other contract with Loon Luxe.

11.

BLACKLISTING 

The Purchaser must not commit any breach of the Employment Relations Act 1999 (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) Act 1992, or commit any breach of the Data Protection Act 1998 by unlawfully processing personal data in connection with any blacklisting activities. Breach of this clause is a material default which shall entitle Loon Luxe to terminate the Contract.

12.

DISPUTE RESOLUTION

12.1 

The parties must attempt in good faith to resolve any dispute between them arising out of or in connection with the Contract.

12.2 

Any dispute or difference arising out of or in connection with the Contract, including any question regarding its existence, validity or termination which cannot be resolved in good faith, shall be determined by the appointment of a single arbitrator to be agreed between the parties, and failing agreement within 14 days after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the Scottish Arbitration Centre on the written application of either party. The seat of the arbitration shall be in Scotland. The language used in the arbitral proceedings shall be in English.

12.3 

Any arbitration under 12.2 is subject to the Arbitration (Scotland) Act 2010.

13.

NOTICES

None.

14. 

HEADINGS

The headings to Conditions shall not affect their interpretation. 

15.

LAW AND JURISDICTION 

15.1

These Conditions of Contract, and the Contract, shall be governed by and interpreted in accordance with the Law of Scotland. 

15.2

The Purchaser and the Seller each submit to the non-exclusive jurisdiction of the Scottish courts insofar as not already subject thereto.