1. These Conditions.
(1) In these Terms and Conditions the term "Scotia" means Scotia Radio Services Limited; the words "the Customer", shall mean the person, firm or company purchasing or agreeing to purchase goods or services from Scotia; the words "these conditions" shall mean the terms and conditions of sale set out herein and the word "goods" shall mean all equipment, spare parts, other goods, repairs or services to be provided to the Customer by Scotia.

(2) All agreements by which Scotia agrees to supply goods and services to the Customer shall be subject only to these Conditions notwithstanding any variation or attempted variation of these Conditions made by the Customer in its order form or otherwise and (save as provided by Clause 1 (2) of these Conditions) the making of an order by the Customer for the goods and services supplied by Scotia shall for all purposes be deemed to be acceptable by the Customer of these Conditions to the exclusion of any other terms and conditions. Any brochure in which these Conditions are incorporated shall constitute an invitation to treat by Scotia and any order placed by the Customer shall constitute an offer for goods incorporating these Conditions made by the Customer which Scotia may in its discretion accept in writing or by telephone or fax. No cancellation of an order by the Customer shall be valid unless made in writing and accepted in writing by Scotia. (3) No variation of these Conditions is permitted unless expressly accepted in writing by a Scotia Director.

2. The Goods.
(1) Subject to the warranty contained in Clause 6 (1), all descriptions, drawings and particulars relating to the goods in any catalogues, leaflets, brochures or other documents are for illustrative purposes only and do not form part of the agreement between Scotia and the Customer. All representations as to performance of the goods are based on the information supplied by the manufacturer of the goods and relate to their performance in normal conditions and when used correctly.

(2) Unless otherwise expressly agreed, goods supplied will be in accordance with manufacturer's normal designs and specifications current at the date of manufacture or delivery and the supply by Scotia of goods differing from any contractual or precontractual specifications or descriptions shall not be in breach of agreement between Scotia and the Customer insofar as the goods are as of approximately equivalent performance to the goods referred to in such specifications and descriptions.

(3) Any information supplied by Scotia relating to millennium standards or compliancy is only done so on the basis that it is passing on manufacturer's information in good faith. Scotia makes no guarantee or warranty relating to the accuracy of such a statement, and excludes liability relating thereto.

3. Delivery and Risk. (1) Unless otherwise expressly agreed, the cost price shown in the current price list of Scotia is exclusive of Value Added Tax and of the cost of packaging and carriage, which will be charged at Scotia's normal rates.

(2) The time for delivery is not of the essence. The agreed dates for delivery are estimates only and a failure by Scotia to comply with them shall not be a breach of these conditions.

(3) The goods shall be at the customer's risk at the time of delivery, or, if the Customer has requested that he has arranged the collection of the goods, at his risk on the date that Scotia has notified the customer that the goods are ready for collection. (4) The Customer is required to inspect the goods on receipt and to notify Scotia of any defects or complaints within 1 working day.

(5) If any payment due to Scotia is overdue at 60 days from date of invoice or if the Customer ceases to trade or enters into any arrangement with its creditors or shall become insolvent or has a receiver or administrative receiver appointed or a petition is presented or a resolution passed for a winding up of the Customer (if the Customer is a company) other than for the purpose of a solvent reconstruction or amalgamation previously notified to Scotia, the Customer shall then be deemed to have repudiated any agreements it may then have with Scotia who shall be entitled (without prejudice to any other rights or remedies available to it) to stop any goods in transit and to cancel any further deliveries.

4. Property in the Goods.
(1) Notwithstanding risk in the goods passes to the Customer in accordance with Clause3 (3) of these Conditions the goods shall remain the sole and absolute property of Scotia and title to and legal and equitable ownership of the goods shall not pass to the Customer until payment is received by Scotia of all monies due from the Customer to Scotia in respect of all goods supplied by Scotia to the Customer and the Customer acknowledges that until such payment is paid in full it is in full possession of the goods solely as a fiduciary of Scotia.

(2) The Customer is licensed by Scotia to use or agree to sell the goods provided that the entire proceeds of any sale of such goods are held in trust for Scotia and are not mixed with other monies or paid into an overdrawn bank account and shall at all times be identifiable as Scotia's money.

(3) Until title to the goods passes to the Customer the goods shall be kept separate and distinct from all other property of the Customer and of third parties and in good condition and stored in such a way as to be clearly identifiable as belonging to Scotia and the Customer will not cause or permit or suffer any labels, badges, serial numbers or other means of identification of the goods to be removed or obscured.

(4) Scotia may for the purpose of recovering its goods enter upon the premises of the Customer or any third party where they are stored or where they are reasonably thought to be stored and may repossess the same.

5. Price and Payment.
(1) Unless otherwise expressly agreed, the price is payable on delivery of goods with invoice. If the Customer does not take delivery when requested, the price is payable 7 days after Scotia has requested the Customer to take delivery, together with a reasonable charge for the care and storage of the goods.

(2) Time for payment is of the essence and if payment is not received within the stated payment terms Scotia may require the Customer to pay interest at 5% per month from the date of invoice compounded monthly.

(3) If payment is not received within the stated payment terms, Scotia will be entitled to charge (in addition to interest and any legal costs ordered by the Court and without prejudice to any other rights or remedies available to Scotia) the sum of £85.00 plus VAT by way of liquidated damages and as a contribution to the administrative costs incurred by Scotia in taking steps to secure payment.

(4) Unless otherwise stated, all payments are to be made in sterling to Scotia's address as stated on the invoice.

(5) Where any agreement to supply goods provides for goods to be delivered by installments which are to be separately paid for such agreement shall not be severable and failure by the Customer to pay for or accept delivery of any installment by the due date, shall entitle Scotia at its option to treat the whole agreement with the Customer as repudiated.

(6) The price may be increased by Scotia at its discretion to take account of fluctuations in exchange rates or increases in cost of the goods to it or taxes or otherwise.

(7) The price shall be payable without any deduction or set-off.

6. Warranty and Liability of Scotia Radio Services Ltd.
(1) Scotia undertakes to credit the account of the Customer (if any) or to remedy free of charge by repair or replacement any defects in the goods covered under the manufacturer's guarantee provided that the Customer notifies Scotia promptly of such a defect and where the customer arranges for the prompt return to Scotia of the defective goods at the Customer's risk and expense.

(2) Save as herein specifically provided and save to the extent that the same cannot by statute be excluded all conditions and warranties or representations expressed or implied statutory or otherwise in relation to the goods are hereby excluded. Nothing in this clause 6 (2) of these Conditions shall exclude the undertakings implied by section 12 of the Sale of Goods Act 1979.

(3) Scotia does not exclude liability in respect of death or personal injury which results from the negligence of SRS, its employees, agents or sub-contractors.

(4) Scotia shall not be liable for any financial consequential or indirect loss suffered by the Customer or any third party whether such loss arises from breach of a duty in contract or tort or in any other way including without limitation to the generality of this exclusion, loss of profits, economic loss, loss of goodwill, loss of contracts, loss of data, damage to the property of the Customer or anyone else (other than damage caused by the negligence of Scotia or any of its employees, agents or subcontractors) and personal injury to the Customer or anyone else (except so far as such injury is attributable to Scotia's negligence). Any Scotia liability is limited to the insured limit of £50,000. (5) To be valid any claim against Scotia whether in contract or in tort must be brought within two years of the date of invoice and any such claim shall be limited to an amount by way of liquidated damages equal to the invoice value of the goods in respect of which the claim is made.

7. Force Majeure.
Scotia shall not be liable to the Customer for any failure to perform its obligations due to any circumstances beyond its control (including without limitation strikes, lockouts, industrial disputes, failure of power supplies delays caused by any other person, firm or company, delays caused by any manufacturer of the goods, riots, civil disturbances, war or warlike activity, embargoes, fire, explosion, flood or natural causes) and in such event Scotia may elect by written notice to cancel any agreement with the Customer or elect that the time for performance shall be extended until such time as Scotia can reasonably effect performance.

8. Waiver.
If the Customer shall be in breach of these Conditions then the failure by Scotia to require the Customer to rectify the same shall not create any assumption that such a breach has been waived by Scotia Radio Services Limited.

9. Notices.
All demands notices and other communications shall be in writing and addressed to Scotia at its address shown on invoices delivered by it to the Customer at the address given by it for delivery of invoices (or as subsequently notified by one to the other in writing) and shall be deemed to have been duly given or made by letter 48 hours after being posted first class postage pre-paid or if delivered by hand at the time of delivery or if given or made by fax when the person shall receive the answer back of the person to whom it was sent.

10. Law and Jurisdiction.
These Terms and Conditions of Sale shall be governed by and construed in accordance with Scottish law and any dispute arising out of these Terms and Conditions shall be referred to the Courts of Scotland

These Terms and Conditions of Sale shall be governed and construed in accordance with Scottish law and any dispute arising out of these Terms and Conditions shall be referred to the Courts of Scotland.