Terms and conditions of Sale
Conditions of Sale
1. INTERPRETATION
1.1 In these Conditions:
“Seller” means Russell Hogg and Sons Ltd
“Buyer” means the person or company whose order for the Goods is accepted by the Seller;
“Carrier” means any person who in a contract of carriage undertakes to perform or procure the carriage of the Goods to the
Buyer and any employee, agent or contractor of that person;
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise
requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
“Containers” means returnable tubs, pallets, bags and any other products used for the containment, protection, handling,
delivery and presentation of the Goods;
“Contract” means the contract between the Seller and the Buyer for the sale and purchase of the Goods
“Goods” means the goods (including any instalment delivery of the goods or any parts of them) which the Seller is to supply in
accordance with these Conditions;
2. TERMS OF SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with these Conditions which shall govern the
Contract to the exclusion of any other terms and conditions (including any terms and conditions which the Buyer purports to
apply under any purchase order, confirmation of order or similar document).
2.2 Each order for Goods by the Buyer to the Seller shall be deemed to be an offer by the Buyer to purchase the Goods subject to
these Conditions, and, for the avoidance of doubt, any call-off order on a Contract which differs from the specifications
negotiated for that Contract shall, to the extent accepted by the Seller in accordance with Condition 3.1, be deemed to be part of
the Contract and subject to these Conditions.
2.3 Any quotation is given on the basis that no Contract will come into existence until the Seller accepts the order in accordance
with Condition 3.1. Any quotation is valid for a period of 30 days only from its date provided that the Seller has not previously
withdrawn it.
2.4 The Seller's catalogues, instruction leaflets, manuals, drawings, illustrations, specifications, quotations and price lists do not
constitute offers by the Seller and the Seller reserves the right to withdraw the same at any time prior to acceptance of an order.
2.5 No terms or conditions endorsed upon, delivered with, or contained in the Buyer's purchase order, specification or similar
document will form part of the Contract simply as a result of a reference to such document in the Contract.
2.6 No variation to these Conditions shall be binding unless agreed in writing by an authorised employee of the Seller of the grade
of general manager or director.
2.7 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed in
writing by a director of the Seller or senior manager of the Seller who is authorised by a director of the Seller. In entering into the
Contract, the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are
not so confirmed provided always that this Condition 2.7 does not seek to exclude liability for fraudulent misrepresentation by
the Seller or its employees or agents.
2.8 Save where otherwise agreed in writing between the parties, any recommendation or suggestion relating to the use, storage
or handling of the Goods made by the Seller either in sales and technical literature or in response to a specific enquiry or
otherwise is given in good faith but it is for the Buyer to satisfy itself of the suitability of the Goods for its own particular
purposes. All drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations
contained in the Seller's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the
Goods described in them. They will not form part of the Contract.
2.9 The Seller reserves the right to record all orders and enquiries received by telephone.
3. ORDERS, SPECIFICATIONS, SAMPLING AND TESTING
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller until the earlier of an acknowledgement of
order being dispatched to the Buyer, or the Goods being delivered to the Buyer.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable
specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient
time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller's quotation
forming part of these Conditions or the Buyer's order (if accepted by the Seller in accordance with these Conditions).
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a
specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss in connection with any claim for 2
infringement of any patent, copyright, design or trademark, or other intellectual property rights which result from the Seller's use
of the Buyer's specification.
3.5 THE ATTENTION OF THE BUYER IS SPECIFICALLY DRAWN TO THE NEED FOR CARE IN THE HANDLING OF THE GOODS. In
particular the attention of the Buyer is drawn to the provisions of Section 6 of the Health and Safety at Work etc. Act 1974, as
amended. The Seller gives notice to the Buyer that the Seller has available information, (including product safety data sheets) and
product literature concerning the conditions necessary to ensure that, as far as is reasonably practicable, the Goods supplied will
be safe and without risks to health when properly used, handled, processed, stored or transported by a person at work. If the
Buyer is not already in possession of such literature or requires any information or advice in connection with the safe use of the
Goods at work the Buyer should immediately contact the Seller.
3.6 All sampling of the Goods, the making and testing of samples and interpretation of results must be carried out in accordance
with the relevant provisions of the current edition of BS 812 (aggregates) as such standard is amended or replaced from time to
time or, in accordance with the relevant provisions of such other appropriate British and European Standards (as notified by the
Seller to the Buyer) or other specification (and in the absence of any appropriate specification, in accordance with the Seller's
instructions).
4. DELIVERY
4.1 The parties shall agree the location for delivery of the Goods. Failing agreement delivery of the Goods shall be at the Seller's
premises.
4.2 Where delivery of the Goods is to take place at the Seller's premises:-
4.2.1 delivery of the Goods shall take place within 7 days (other than after 12 noon Saturday, Sunday or a bank holiday) after the
Seller notifies the Buyer that the Goods are ready for collection;
4.2.2 the Goods will be delivered into the vehicle in which the Buyer, its employees, agents or sub-contractors collect the Goods,
at a suitable delivery point at the Seller's premises as directed by the Seller's duly authorised representative;
4.2.3 whilst at the Seller's premises the Buyer, its employees, agents and sub-contractors must obey the Seller's site rules and the
instructions of the Seller's duly authorised representative; and
4.2.4 the Buyer will be responsible for the condition of the vehicle in which it, its employees, agents or sub-contractors collects
the Goods (whether owned or hired) and the Seller shall not be liable in any way (including, without limitation, for negligence) for
loss or contamination of the Goods resulting from the condition of such vehicle. The Buyer shall indemnify the Seller for any loss,
damage or injury to the Seller, its employees or agents or sub-contractors, its plant and equipment caused by the Buyer, its
employees or agents or sub-contractors, the Buyer's vehicle, or that of its agent or sub-contractor, or the condition thereof.
4.3 Where the Goods are to be delivered at the Buyer's premises or to such other place as may be agreed between the Seller and
the Buyer pursuant to Condition 4.1, in the case of road deliveries, the Buyer shall provide and shall clearly indicate to the Seller
or Carrier a route between the metalled highway and the point at which the Buyer wishes the Goods to be discharged which, in
the reasonable opinion of the Seller or such Carrier, is safe and proper and reasonable for access, maneovering and egress of the
delivery vehicle. IF, IN THE SELLER'S OR CARRIER'S REASONABLE OPINION, SUCH ACCESS IS NOT AVAILABLE OR IS UNSUITABLE,
THE SELLER RESERVES THE RIGHT TO REFUSE TO DELIVER. The Buyer shall be responsible for supervising completion of delivery.
The Buyer indemnifies the Seller (both for itself and as agent and trustee for any Carrier) against all losses, costs, proceedings,
claims, demands and expenses incurred by it or by any such Carrier (other than in respect of death or personal injury caused by
breach of duty (as defined in Section 25 of the Unfair Contract Terms Act 1977 (as amended) (“UCTA”)) of the Seller or Carrier) as
a result of failure to provide such convenient and safe access or discharge point and/or properly supervised delivery as aforesaid.
4.4 Any time, period or date for delivery stated in the Contract is an estimate only and the Seller shall not be liable for any
damages or losses (including as a result of negligence) arising out of failure to meet such time, period or date.
4.5 Where the Goods are to be delivered in instalments a failure by the Seller to deliver any one or more of the instalments in
accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer
to treat the Contract as a whole as repudiated.
4.6 The Buyer must satisfy itself as to the condition of the Goods at the time of delivery and the Goods must be inspected and
accepted in writing by the Buyer or Buyer's representative at the time of delivery.
4.7 The Seller's liability in respect of short weight or measures of Goods supplied shall be limited to the delivery of an additional
supply of the Goods in accordance with these Conditions to make up the short weight or measure. The Seller shall have no
liability in respect of the short weight or measure if notification is given later than 24 hours after delivery of the Goods.
4.8 The Buyer shall reimburse the Seller (both for itself and as agent and trustee for any Carrier) all costs and expenses incurred
by the Seller as a result of the Seller or Carrier being prevented from or delayed in making any delivery resulting from the acts or
omissions of the Buyer or any of its employees, agents or sub-contractors.
4.9 Without prejudice to any other rights or remedies available to the Seller an additional charge may be made if:
4.9.1 the Buyer requires delivery of the Goods in quantities less than minimum loads, as such minimum loads may be notified to
the Buyer by the Seller from time to time, or delivery of several types of Goods on one vehicle; or
4.9.2 the Buyer requires delivery outside the Seller's normal working hours; or
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4.9.3 the Buyer fails to take delivery or fails to give the Seller adequate delivery instructions; or
4.9.4 unloading of the delivery vehicle is delayed, more than 45 minutes after the Seller or Carrier is ready to unload; or
4.9.5 delivery cannot be effected because of unsuitable access or unsuitable discharge point; or
4.9.6 the Buyer requests that delivery be deferred.
4.10 Save where otherwise agreed in writing by the Seller, the Buyer may not re-direct delivery of the Goods or of any instalment
of the Goods.
4.11 In the event that the Buyer requests that any Goods be deposited on a street, public highway and/or public footpath the
Buyer shall be responsible for compliance with all statutes and regulations relating to public highways and bye-ways including,
without limitation, obtaining all necessary licences and/or orders, and for all steps which need to be taken for the protection at
all times of persons or property and shall indemnify the Seller in respect of all costs, claims, losses or expenses (including legal
costs) on an indemnity basis (other than in respect of death and personal injury caused by breach of duty (as defined in Section
25 of UCTA) of the Seller or its Carrier) which the Seller may incur as result of a breach of this Condition 4.11 by the Buyer.
4.12 In the case of supplies by rail, the Buyer shall co-operate with the Seller and assist the Seller as may be reasonably required,
in respect of scheduling haulage by rail.
4.13 If the Buyer cancels or postpones its order, the Seller shall be entitled to recover all costs accrued and/or incurred up to the
date upon which the Seller receives notice of such cancellation.
5. PRICE OF THE GOODS
5.1 The price of the Goods shall be the price quoted by the Seller. Where no price has been quoted by the Seller, deliveries will be
made at the Seller's prices ruling at the date of delivery or collection (as appropriate).
5.2 The price of the Goods shall be subject to the addition of VAT and a sum equal to any other government duty, tax or levy
applicable to the Goods, any ingredient of the Goods or applicable to the sale of the Goods. Except where delivery takes place at
the Seller's premises, all prices quoted by the Seller include the Seller's charges for transport and insurance.
6. TERMS OF PAYMENT
6.1 Payment is due before delivery if required by the Seller at the time of entering into the Contract. In all other cases, payment
shall be made within 30 days following the end of the month of invoice, but if default is made in the payment of any one invoice,
these credit terms shall cease to apply and the Buyer will become immediately liable for all sums outstanding.
6.2 Where the Seller has not required payment before delivery in accordance with Condition 6.1 and the Buyer fails to collect or
accept delivery of the Goods (as appropriate) in accordance with these Conditions the Seller shall be entitled to invoice the Buyer
for the price of the Goods at any time after such failure to collect or accept delivery (as appropriate).
6.3 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the
Seller the Seller shall be entitled to:
6.3.1 cancel the Contract or suspend any further deliveries to the Buyer; and
6.3.2 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 4% per annum above
the Royal Bank of Scotland PLC's base rate from time to time until payment in full is made.
6.4 The Buyer shall not be entitled to make any deduction from, set-off, or retention of, the amounts due under the Contract
unless the Buyer has a valid court order requiring an amount equal to such deduction, set-off or retention to be paid by the Seller
to the Buyer. The Seller shall be entitled to appropriate any payment made by the Buyer to the Seller to such of the Goods as the
Seller thinks fit despite any purported appropriation by the Buyer including, but not limited to, any goods which have been
supplied by the Seller to the Buyer under any contract between the Seller and the Buyer.
7. RISK AND PROPERTY
7.1 Title in the Goods shall not pass to the Buyer until the price of the Goods and every other sum due from the Buyer to the
Seller (whether under the Contract or otherwise) has been paid in full and until such payment, the Seller shall be entitled to enter
the Buyer's premises to recover the Goods.
7.2 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.2.1 in the case of Goods to be delivered at the Seller's premises, at the moment of discharge at the delivery point on the Seller's
premises into or onto the vehicle in which the Buyer, its employees, agents or sub-contractors collect the Goods; or
7.2.2 in the case of Goods to be delivered otherwise than at the Seller's premises, at the moment of their discharge from the
Seller's or Carrier's vehicle at the delivery point identified by the Buyer in accordance with these Conditions.
8. THE GUARANTEE
8.1 If the Buyer can establish to the reasonable satisfaction of the Seller that:-
8.1.1 there is a defect in the workmanship of the Seller in relation to the Goods; or
8.1.2 there is a defect in the design of the Goods in circumstances where the Seller has designed the Goods; or
8.1.3 the Goods are not in accordance with the quality or specification contained in the Contract; or
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8.1.4 there is some other failure by the Seller in relation to the Goods to comply with the Contract, then, subject to the remaining
provisions of this Condition 8 and Condition 9, the Seller shall at its sole discretion supply to the Buyer additional goods in the
same quantity as the defective or non-compliant Goods and which in all respects are in accordance with the Contract or refund all
or part (as appropriate) of the price of the relevant Goods (the “Guarantee”).
8.2 The Guarantee is subject to the following limitations:
8.2.1 the Guarantee shall not apply unless the Buyer notifies the Seller in writing of the alleged defect or failure immediately
upon its first becoming aware thereof and in any event within 5 working days of the date of delivery of the Goods or, where the
defect or failure was not apparent on reasonable inspection, within 10 working days after the earlier of the discovery of the
defect or failure by the Buyer, its employees, agents or sub-contractors or the time when the defect or failure ought reasonably
to have been discovered by the Buyer, its employees, agents or sub-contractors;
8.2.2 in relation to cement bound materials, the Seller will accept no responsibility for the strength or other quality of its Goods if
the Buyer shall have added anything whatsoever to them (other than as directed by the Seller);
8.2.3 the Seller will accept no responsibility for faults in or failure of the Goods due to placing adopted by the Buyer, or the
effects of frost, heat or inclement weather;
8.2.4 if the materials used in the production of the Goods contain naturally occurring inclusions which result in cosmetic
blemishes or surface depressions no liability for such blemishes or depressions can be accepted by the Seller unless the Buyer has
expressly indicated that it requires Goods without cosmetic blemishes or surface depressions for use in connection with a specific
purpose and the Seller has accepted this in writing;
8.2.5 the Seller will accept no responsibility if the defect or failure in respect of the Goods results from incorrect specification or
other data supplied by the Buyer to the Seller;
8.3 The Buyer shall provide to the Seller, its employees and agents (together with such vehicles, plant and equipment as the
Seller shall deem necessary) safe and unrestricted access together with such other facilities and information as the Seller may
reasonably require to enable it to ascertain or verify the nature and cause of the alleged defect or failure and to carry out its
obligations under the Guarantee. PROVIDED ALWAYS THAT the Seller shall be under no obligation whatsoever to refund the price
of, or supply any additional goods in respect of, any Goods which are removed by the Buyer without the Seller's prior written
consent or where the Seller has not been given proper opportunity to ascertain or verify the nature and cause of the alleged
defect in accordance with this Condition 8.3.
8.4 The Seller shall be entitled to require the Buyer by notice in writing to cease forthwith the use of any of the Goods in respect
of which any alleged defect or failure has been notified to the Seller and if the Buyer fails to comply with such requirement the
Seller shall be under no liability to the Buyer either under this Condition or otherwise in relation to such Goods. Notwithstanding
this, the Seller shall not be liable for any damages or losses whatsoever suffered by the Buyer to the extent that they are caused
by the continued use of the Goods after a defect or failure became apparent, or ought to have become apparent, to the Buyer, its
employees, agents or sub-contractors.
8.5 The Seller shall be under no obligation whatsoever to refund the price of the Goods or supply any additional goods to the
Buyer pursuant to the Guarantee where the alleged defect or failure results from incorrect installation or handling, alteration
without consent, wear and tear, accident, failure to observe the sampling or testing procedures referred to in Conditions 3,
abnormal or improper conditions of storage or use or any act, neglect or default (including negligence) of the Buyer or any third
party.
8.6 Subject to Conditions 8.1 to 8.5, additional goods supplied pursuant to the Guarantee shall be delivered to the Buyer at the
address at which the defective Goods were located.
9. THE SELLER'S LIABILITY
9.1 SUBJECT TO CONDITION 9.2:-
9.1.1 The liability accepted by the seller under the guarantee shall be in substitution of any other legal remedy of the buyer in
respect of any alleged defect in relation to the goods or failure of the goods to comply with the specification or quality contained
in the contract and any other condition, warranty, representation or undertaking on the part of the seller as to the quality of the
goods or their fitness or suitability for any purpose howsoever and whenever expressed which may be implied by statute custom
of the trade or otherwise is hereby excluded and the provisions of sections 13 to 15 inclusive of the sale of goods act 1979 (as
amended) shall not apply to the contract;
9.1.2 The liability of the seller whether in contract or in tort or delict arising out of or in connection with any act, omission,
neglect or default of the seller, its employees, agents or subcontractors in connection with the contract (including, without
limiting the generality of the foregoing for negligence, breach of any condition or warranty whether express or implied by statute,
common law or otherwise howsoever) shall be limited to the refund of the price of the goods or the supply of additional goods
pursuant to the guarantee;
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9.1.3 The seller shall not be liable to the buyer in contract, tort or delict (including negligence) or for breach of statutory duty for
any loss of profit, loss of income, loss of revenue, loss of goodwill, loss of anticipated savings, loss of data, loss of opportunity or
losses calculated by reference to profits, income, business, revenue, goodwill, anticipated savings, data or opportunity (in all
cases whether direct or indirect) or any indirect, consequential or economic loss of any kind whatsoever which the buyer may
suffer or incur by reason of any act, omission, neglect or default (including negligence) in connection with the contract by the
seller, its employees or agents.
9.2 Nothing in these conditions shall:
9.2.1 limit or exclude the liability of the seller for death or personal injury resulting from breach of duty (as defined in section 25
of UCTA) of the seller, its employees or agents;
9.2.2 limit or exclude the liability of the seller for fraudulent misrepresentation; or
9.2.3 exclude the conditions and warranties implied by section 12 of the sale of goods act 1979 (as amended).
9.3 The Seller shall not be liable to the Buyer in any manner or be deemed to be in breach of the Contract (subject to Condition
9.2) because of any delay in performing or any failure to perform any of the Seller's obligations under the Contract if the delay or
failure was due to any cause beyond the Seller's reasonable control (“force majeure condition”).
9.4 Without prejudice to the generality of Condition 9.3 force majeure conditions shall include: governmental actions, war or
threat of war, national emergency, riot, civil disturbance, malicious damage, sabotage, insurrection or requisition; act of God, fire,
explosion, flood, tempest, epidemic or accident; import or export regulations or embargoes or compliance with any
governmental, parliamentary or local authority order, rule, regulation, direction or bye-law; strikes, lock outs or other industrial
actions or trade or labour disputes (including actions or disputes involving the Seller's workforce); inability to obtain or delay in
obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour; or power failure or breakdown in machinery.
9.5 The Seller undertakes to make every reasonable endeavor to overcome difficulties arising from a force majeure condition
provided always that the Seller shall not be obliged to purchase the Goods from third parties.
10. INSOLVENCY AND BREACH OF CONTRACT OF BUYER
10.1 This Condition applies if the Buyer commits any breach of the Contract or of any other contract between the Buyer and the
Seller or between the Buyer and any company within the same group of companies of which the Seller is a member; or the Buyer
has a bankruptcy order made against him or makes any voluntary arrangement or composition with his creditors or otherwise
takes the benefit of any statute for the time being in force for the relief of insolvent debtors (or being a company or body
corporate) convenes a meeting of creditors (whether formal or informal) or enters into liquidation (whether voluntary or
compulsory) except a solvent voluntary liquidation for the purpose only of a reconstruction or amalgamation, or a resolution is
passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in
respect of the Buyer or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or an
encumbrancer takes possession or a manager, administrator, receiver or administrative receiver is appointed over any of the
property, undertaking or assets of the Buyer (or part thereof); or the Buyer ceases or threatens to cease to carry on business; or if
any distraint, lien, hypothec, execution (whether legal or equitable) or other process is levied or enforced on any property of the
Buyer and is not paid out, withdrawn or discharged within 21 days; or the Buyer is unable to pay its debts within the meaning of
Section 123 of the Insolvency Act 1986: or the Seller reasonably apprehends that any of the events mentioned above is about to
occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this Condition applies then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled
to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods
have been delivered but not paid for the price shall become immediately due and payable despite any previous agreement or
arrangement to the contrary.
11. CONTAINERS
11.1 The Buyer shall pay a deposit in respect of each Container, as specified by the Seller from time to time. Containers remain
the property of the Seller at all times. The Buyer must return them or make them available for return as soon as possible to the
place indicated by the Seller.
11.2 Unless agreed otherwise, all Containers shall be returned or made available for return (as specified by the Seller), by the
Buyer empty, securely closed, free from any residual materials, substances, products or other waste and in good order. The Buyer
shall indemnify the Seller against all costs, claims, losses or expenses (including legal expenses) on an indemnity basis (other than
in respect of death or personal injury caused by breach of duty (as defined in Section 25 of UCTA) of the Seller or its Carrier)
which the Seller may incur as a result of a breach of this Condition 11.2.
11.3 Where Containers are not returned or not returned in good order the Seller shall be entitled to make a charge for damage or
loss equal to the repair or replacement cost (as appropriate) of such Containers.
11.4 Where Containers are not returned or made available for return within 30 days of the date of delivery the Seller shall be
entitled to enter the Buyer's premises to locate and recover Containers and the Buyer grants the Seller a license for such
purposes and agrees to indemnify the Seller in respect of the Seller's costs of locating and recovering such Containers.
12. GENERAL
12.1 All notices between the parties in respect of the Contract must be in writing and delivered by hand, sent by first class prepaid
post, sent by facsimile transmission or sent by e-mail (in the case of notices to the Seller) to the Seller's address, facsimile
number or e-mail address shown at the end of this document or as notified in writing by the Seller from time to time or (in the
case of notices to the Buyer) to its registered office (if it is a company) or (in any other case) to the last known address of the
Buyer or such address, facsimile number or e-mail address as shall be notified in writing to the Seller by the Buyer for this
purpose.
12.2 Notices shall be deemed to have been received 48 hours after posting (exclusive of the day of posting) if sent by first class
post; on the day of delivery, if delivered by hand; or at the time of transmission, if sent by facsimile or by e-mail, provided that a
confirming copy is sent by first class pre-paid post to the other party within 24 hours after transmission.
12.3 No waiver by the Seller of any breach of any provision of the Contract by the Buyer shall be considered as a waiver of any
subsequent breach of the same or any other provision.
12.4 Any provision of the Contract which is held by any competent authority to be invalid, void, voidable, unenforceable or
unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or
unreasonableness be deemed severable and the other provisions of the Contract and the remainder of such provision shall not be
affected.
12.5 All Contracts shall be governed by the laws of Scotland. The parties agree that the courts of Scotland shall have exclusive
jurisdiction to settle any dispute which arises in connection with the Contract.
12.6 The Buyer shall not assign, sub-contract or otherwise transfer all or any of its rights, interests or obligations under the
Contract without the prior written consent of the Seller. Any or all of the Seller's rights or obligations under the Contract may be
assigned or sub-contracted by the Seller.
12.7 Under Scots law, the parties to the Contract do not intend that any of its terms will create a ius quaesitum tertio in any
person.
AUGUST 2015