1. Definitions

"Customer" means the party to whom the Company agrees to supply the Products. "The Company" means Scotia UK plc, incorporated in Scotland (reg. no. 39144) and having its registered office at 4 Castle Terrace, Edinburgh, EH1 2DP or any subsidiary, associated or holding company thereof. The Company may perform any of its obligations under these terms and conditions through any of its subsidiary or associated companies or its ultimate holding company. Acts or omissions of such companies shall be deemed to be acts or omissions of the Company. "Products" means the products to be provided by the Company to the Customer.

2. Formation of contract

Any agreement between the Company and any Customer for the supply of Products shall be subject to these terms and conditions. No quotation, advertisement or issue of a catalogue by the Company shall constitute an offer. A contract shall be created only when the Company, through a duly authorised representative, has accepted either in writing or orally an offer from the Customer to purchase Products. Such acceptance shall thereupon create an individual and legally binding contract to be governed by these terms and conditions alone. Any order form or quotation sent by any Customer to the Company and accepted by the Company shall not constitute an acceptance of any terms and conditions contained in that order form or quotation but shall constitute an individual and legally binding contract between the Company and the Customer subject to these terms and conditions only. These terms and conditions shall apply to each individual and legally binding contract entered into between the Company and any Customer for successive deliveries of Products.

3. Alteration

The Company reserves the right to alter these terms and conditions from time to time by giving written notice of such alteration to the Customer. The Company reserves the right to supply modified versions of the Products as a result of any variation in the manufacturer's specifications, provided that such variation is reasonable in all the circumstances. The Company will not be liable in respect of any loss or damage caused by or resulting from any such modifications.

4. Price

Products are sold at the price at the date of despatch. All contracts of sale are subject to Value Added Tax where appropriate, at the rate applying on the date of despatch.

5. Cancellation and rescheduling

Subject to these terms and conditions, the Customer may only cancel all or part of an order or request changes to the date of despatch with the prior written consent of the Company. Subject to Clause 7, the Customer will be liable to pay a cancellation or rescheduling charge to be determined by the Company to cover the Company's expenses incurred as a result of such cancellation or rescheduling.

6. Payment

Unless otherwise agreed in writing, the Customer must pay the full purchase price within 30 days of the date of the invoice. If the purchase price has not been paid in full by this date, the Customer will be liable to pay the balance outstanding together with daily interest on such amount at the rate of 5 per cent per annum above the base rate of the Royal Bank of Scotland plc from the date payment became due until the Company receives payment in full.

7. Delivery

Delivery of the Products will be made by a carrier of our choice and will be subject to an additional charge. An extra charge may be made for deliveries above or below ground level, for wasted journeys and for goods which are redirected upon delivery. Any time quoted for delivery or despatch is an estimate only and shall not be deemed to be a term of the contract. The Company shall not be liable for any loss or damage of any kind whatsoever arising directly or indirectly out of any delay or failure to deliver the goods by the estimated delivery date. The Company reserves the right to despatch and invoice any part of an order when available. The Company shall not be responsible for the removal of any Product packaging. Where the Company is requested to remove such packaging it shall be entitled to charge for this service at its standard rates.

8. Title

Notwithstanding delivery and the passing of risk in the Products, the property and title in the Products will not pass to the Customer until payment in full of all sums (including interest) due from the Customer to the Company in respect of Products supplied has been received by the Company, not only under this contract, but under any other contract between the Customer and the Company for the supply of Products.

9. Damage or loss in transit / defective products

The Company shall not be liable in respect of any damage in transit unless notice in writing is given to the carrier and to the Company, within 24 hours of receipt of the Products which shall contain full particulars of the alleged damage. The Company will pass to the Customer any benefits obtainable under any warranty given by the Company's supplier in relation to the Products, provided that the goods have been accepted and paid for in full by the Customer. The Company will not otherwise have any liability to the Customer in respect of such Products unless otherwise agreed in writing by the Company.

10. Warranties

No term regarding the quality or fitness for any purpose of Products delivered under this contract of sale is to be implied into the contract and no warranty in this regard is given by the Company. Any such term, whether implied under statute or at common law or otherwise is hereby excluded from this contract of sale to the fullest extent permissible in law, notwithstanding that the purposes for which the Products are to be used is known or has been made known to the Company. The Company will not be responsible for any subsequent loss or damage suffered by the Customer in the event of the Customer failing to comply with and follow any instructions contained on or with the Products.

11. Returns

The Company will not accept, nor be liable to accept, any Products returned to the Company, without the Company's prior written consent, which consent will be given at its sole discretion, subject to these terms and conditions.

12. Economic loss

The Company shall not be liable, whether in contract or delict or otherwise, and irrespective of cause for any loss of profit, business, contracts, revenues or anticipated savings suffered by the Customer, or any special, indirect or consequential loss of any nature whatsoever suffered by the Customer, howsoever caused and the Company's total liability arising out of, or in connection with, the contract with the Customer of which these terms and conditions form part, shall be limited to the sums paid by the Customer under that contract. No provision of these terms and conditions shall be construed as restricting the rights of a Customer who is a consumer in terms of the Unfair Contract Terms Act 1977, the Sale of Goods Act 1979, the Consumer Protection Act 1987, the Sale and Supply of Goods Act 1994, the Unfair Terms in Consumer Contracts Regulations 1994, the Distance Selling Regulations 2000 or the Sale and Supply of Goods to Consumers Regulations 2002.

13. Intellectual property

All intellectual property rights in the Products remain the sole property of the Company, nothing in these terms and conditions shall be construed as an assignation of any intellectual property rights in the Products and the Customer shall not at any time make any unauthorised use of such intellectual property rights, nor authorise or allow any other person to do so. The Company is hereby granted a non-exclusive, non transferable licence to use the software which is incorporated within the Products in order to use such Products and for no other purpose whatsoever. In particular the Customer shall not copy (except to the extent permissible under applicable law or for normal operation of the Products), reproduce, translate, adapt, vary or modify the software, nor communicate it to any third party, without the Company's prior written consent.

14. General

The headings in these terms and conditions are for reference only and shall not affect its interpretation. No delay by either party in enforcing its rights shall prejudice or restrict the rights of the party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or any other breach. The Customer agrees not to assign any of its rights herein without the prior written consent of the Company. In the event of any of these terms and conditions or any part of them being judged illegal or unenforceable for any reason, such terms and conditions (or the appropriate part thereof) shall be deleted and the remaining provisions hereof shall continue in full force and effect. These terms and conditions and any contract between the Company and the Customer shall be governed by and construed in accordance with the laws of Scotland. The Company and the Customer agree to submit to the exclusive jurisdiction of the Scottish Courts.