1. Definitions


1.1 In these terms and conditions:

"Company" shall mean MCM O'Drill (UK) Limited (Company Number SC173589) and having their registered office at 34 Albyn Place, Aberdeen, AB10 1FW.

"Company's Premises" shall mean the Company's premises at Unit 3, Scotstown Road Bridge of Don, Aberdeen, AB23 8HG or such other place or places as the Company may notify the Customer in writing

"Contract" shall mean the contract for the sale and purchase of the Goods;

"Customer" shall mean the person, partnership or company who accepts the Company's written Quotation for the sale of the Goods or whose Order for the Goods is accepted by the Company;

"Goods" shall mean the goods which the Company is to supply in accordance with these Terms and Conditions;

"Order" shall mean the written order of the Customer for the purchase and supply of the Goods;

"Quotation" shall mean the written quotation made by the Company to the Customer for the sale and supply of the Goods;

"Terms" shall mean the standard terms and conditions of sale set out in this document.

1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.

2. Contract

2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with the Company's written Quotation (if accepted by the Customer), or by the Customer's written Order (if accepted by the Company), subject to these Terms. Conditions and exceptions contained in any Order or Quotation which are inconsistent with these Terms are hereby excluded.

2.2 An Order shall not be binding upon the Company unless an acceptance in writing, signed for and on behalf of the Company by one of the directors of the Company is issued to the Customer.

2.3 No variation of these Terms shall be binding upon either party unless agreed in writing between the authorised representatives of the Customer and Company.

2.4 The period for delivery of the Goods shall run from either the date of acceptance by the Company of an Order from the Customer or, where the Company has given a written Quotation for the supply of the Goods, the date upon which a written acceptance of the terms of the Quotation is received by the Company.

2.5 The Company's employees or agents are not authorised to make any representations concerning the Goods or to agree to any variation of the Goods or the Quotation or Order unless such representation or variation is in writing and signed for and on behalf of the Company by a director of the Company. In entering into the Contract the Customer acknowledges and confirms that it does not and shall not rely on any such representations or variations which are not so confirmed.

2.6 Any advise or recommendation given by the Company or its employees or agents to the Customer its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company, is followed or acted upon entirely at the Customer's own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

3. Prices and Payment

3.1 The price of the Goods shall be the price quoted in the Company's Quotation or, where no price is quoted (or the price quoted is no longer valid) the price listed in the Company's published price list current at the date of acceptance of the Order. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer. All prices quoted shall be exclusive of value added tax, unless otherwise stated in the contract, which the Customer shall pay to the Company in addition.

3.2 All sums due to the Company in respect of the sale of the Goods shall be paid in full to the Company, no later than 30 days after issue of the Company's invoice (the time of payment being of essence of the Contract), either in person at the Company's Premises or direct to such bank account (any applicable bank charges being paid for by the Customer) as the Company may specify in its acceptance of the Customer's Order or the Company's invoice. Any sum outstanding in respect of the sale and purchase of the Goods not paid within 30 days of the date of issue of the Company's invoice shall bear interest at the rate in accordance with the late payments Legislation from the date due for payment until payment in full is made. Notwithstanding that interest will accrue on any late payment for the Goods, the Company reserve the right to cancel the Contract or suspend further deliveries to the Customer.

3.3 The Company may invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Goods are available for collection or (as the case may be) the Company has tendered delivery of the Goods.

3.4 The Company reserves the right, by giving notice in writing to the Customer at any time before delivery of the Goods, to increase the price of the Goods provided for in any Contract to reflect any increase in the cost of producing the Goods such as, without limitation, increases in the cost of labour, raw materials, transport or other costs of manufacture or in respect of any delay in the production of the Goods caused by the instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.

3.5 If the credit rating of the Customer proves to be unsatisfactory (the Company being the sole judge of same) the Company reserves the right to withhold/delay delivery of the Goods until payment is received, or cancel the order by written notice.

3.6 All prices given by the Company are on an ex works basis and where the Company agrees to deliver the Goods otherwise than at the Company's Premises the Customer shall be liable to pay the Company's charges for transport, packaging and insurance.

4 Delivery

4.1 Delivery of the Goods shall be made by the Customer collecting the Goods at the Company's Premises at any time after the Company has notified the Customer that the Goods are ready for collection or, if some other place is agreed by the Company for delivery, by the Company delivering the Goods at that place.

4.2 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in the delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in writing. The Goods may be delivered to the Customer in advance of the quoted delivery date on giving reasonable notice to the Customer.

4.3 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of the Company's fault) then without limiting any other right or remedy available to the Company, the Company may:-

4.3.1 store the Goods until actual delivery and charge the Customer the reasonable costs (including insurance) of storage; or

4.3.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the contract or charge the Customer for any shortfall below the price under any contract.

5. Risk and Property

5.1 Risk of damage to or loss of the Goods shall pass to the Customer:

5.1.1 In the case of the Goods being delivered at the Company's Premises, at the time when the Company notifies the Customer that the Goods are available for collection; or

5.1.2 In the case of Goods to be delivered otherwise than at the Company's Premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.

5.2 Property of the Goods shall not pass to the Customer until the Company has been paid in full all sums due by the Customer.

5.3 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company may at any time require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, enter on the premises of the Customer or of any third party where the Goods are stored and repossess the Goods. Declaring that until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company's agent and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property, but the Customer may resell or use the Goods in the ordinary course of its business.

5.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remains the property of the Company, but if the Customer does so all moneys owing by the Customer to the Company shall (without limiting any other right or remedy of the Company) forthwith become due and payable.

6. Alterations

6.1 The Company may carry out without notice to the Customer alterations or improvements in design, materials or methods of manufacture from time to time, and may substitute other reasonably similar parts for any proprietary or special part ordered by the Customer, which the Company consider to be unprocurable or unprocurable in sufficient quantities, or within a suitable time period or at excessive cost.

6.2 In addition the Company may supersede, materially alter or abandon the design or type of the Goods contracted for and may substitute another type or design. In exercising the foregoing right in this condition 6.2 the Company shall give reasonable notice in writing to the Customer and the Customer may within 14 days of the date of the notice terminate the Contract by giving notice in writing to the Company. If the Contract is terminated under this condition any deposit that may have been paid will be refunded but the Company will not be liable for any other claim for loss or damages whatsoever.

6.3 If, in the opinion of the Company, there is no design or type which could be reasonably substituted under the above condition 6.2 the Company's obligation to complete the Contract shall be suspended until such time as a substitute can be found and is available.

7. Liability for Defects

7.1 Subject to the terms of conditions 7.2 if any defect is discovered in the Goods within one year of the date of their delivery or, in the event that the Customer failed to take delivery of the Goods the date when the Customer was notified that the Goods were available for delivery, and the defect is shown to be solely due to defective material or workmanship or due to the failure of the Goods to perform in accordance with specifications referred to in the Quotation or acceptance of the Order then the Company shall either repair or replace the defective part or parts or may give a credit for the amount paid for the Goods to the Customer. Declaring that the Company shall make no charge for such repair or replacement.

7.2 Liability under condition 7.1 above shall be subject to the return of the defective part or parts of the Goods to the Company or to such place as the Company may specify (acting reasonably) as soon after the discovery of the defect as is possible or is reasonably practicable or in any event within 28 days of the date of discovery of the defect where examination of the parts in question discloses to the Company's reasonable satisfaction a defect in material or workmanship.

7.3 For the avoidance of doubt any costs of delivering the part or parts in question to the Company or such place as is nominated by the Company under condition 7.2 shall be paid by the Customer. At the time of returning the Goods under condition 7.2 the Customer is required to confirm in writing the nature of the alleged defect within the Goods returned, the circumstances of their use and its alleged failure and the Customer's affirmation that the Goods were used and maintained properly in accordance with any instruction given by the Company.

7.4 The Company's liability under this condition 7 shall be in lieu of any warranty or conditions implied by law as to the quality or fitness of the Goods for any particular purpose and save as provided in this condition 7 the Company shall not be under any liability, whether in contract or otherwise, in respect of any defects in Goods delivered or for any injury damage or loss resulting from such defects or work done in connection therewith. The entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods.

7.5 The undertaking given in this condition 7 does not apply to any goods or parts not manufactured by the Company. In the case of such goods the Company will use reasonable endeavours to pass on to the Customer any guarantee, warranty or servicing arrangement which was received by the Company from the manufacturer of the goods, but the Company shall not be liable for any defect in such goods.

7.6 The Company shall be under no liability by reason of manufacture, sale or delivery of any goods which do not comply with or have not been made to comply with the specifications or description in the Contract.

7.7 The Company shall not be liable to the Customer or be deemed in breach of the terms of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company's reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Company's reasonable control:

7.7.1 act of God, explosion, flood , tempest, fire or accident;

7.7.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

7.7.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

7.7.4 import or export regulations or embargoes;

7.7.5 strikes, lock-outs or other industrial action or trade disputes (whether involving employees of the Company or of a third party;

7.7.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

7.7.7 power failure or breakdown of machinery.

8. Insolvency

If the Customer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt, or (being a company) goes into liquidation (otherwise than for reconstruction or amalgamation) or administration or receivership or the Customer ceases or threatens to cease to carry on business, then without limiting any other right or remedy which might be available to the Company, the Company may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

9. Drawings etc

All drawings, illustrations, specifications, dimensions, weights and performance data contained in the Contract or otherwise provided by the Company have been provided in the belief that they are as accurate as reasonably possible.

10. General

10.1 A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant term have been notified pursuant to this provision to the party giving the notice.

10.2 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.3 If any provision of the Contract is held by a court or competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provisions in question shall not be affected.

10.4 These Terms and any Contract to follow hereon shall be construed in accordance with Scottish law, which shall be the proper law of the Contract and the Scottish Courts shall have sole jurisdiction in relation to any dispute arising out of the Contract unless otherwise agreed in writing between the parties.