Terms and Conditions
LOGIC ALARMS LIMITED – TERMS AND CONDITIONS OF SALE
1. About us
1.1 Company details. “Steadfas” is a trading name Logic Alarms Limited, a company registered in Scotland with company number SC211267, and its registered office at Fingask, 22 Tomich, Beauly, United Kingdom, IV4 7AS (referred to as “we” or “us”) .We operate the website www.steadfas.co.uk
1.2 Contacting us. To contact us, you can telephone our customer service team on 0300 373 5675 or at info@steadfas.co.uk
2. Our contract with you
2.1 These terms and conditions (Terms) apply to the order by you and supply of goods and/or services by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
3. Placing an order
3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods (Goods) and/or the services (Services) specified in the order, subject to these Terms.
3.2 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.3
3.3 Accepting your order
(a) Goods only or Goods and Services: If your order is for Goods or Goods and Services, We will confirm our acceptance to you by sending you an email that confirms that the Goods have been dispatched (Dispatch Confirmation). The Contract between you and us will only be formed when we send you the Dispatch Confirmation.
(b) Services Only If your order is for Services only (i.e. installation or maintenance services), we will send you an email quotation (Quotation) with the prices of the Services. Confirmation of acceptance of this Quotation (Order Confirmation) shall be the point the Contract between you and us will come into existence. The Contract will relate only to Services confirmed in the Order Confirmation.
3.4 If we cannot accept your order. If we are unable to supply you with the Goods or Services for any reason, we will inform you of this by email and we will not process your order.
4. Our Goods
4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the Goods accurately, we cannot guarantee that your Goods will be identical in every respect to those shown on the website.
4.2 The packaging of your Goods may vary from that shown on images on our site.
5. Our Services
5.1 Our services include the supply of fire alarm and emergency lighting products, together with a commissioning service where agreed between us.
5.2 We will supply the Services to you in accordance with any specification agreed between us (the Specification).
5.3 We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services
6. Your responsibilities and obligations to us
It is your responsibility to ensure that the terms of your order are complete and accurate and you cooperate with us in all matters relating to the delivery of Goods and provision of Services.
7. Your return and cancellation rights when Goods or Services are supplied by us
7.1 Where we supply you with Goods only, you may cancel the Contract and receive a refund, if you notify us as set out in clause 7.3 within 14 days of your receipt of the Dispatch Confirmation. Where installation or maintenance services are provided, you cannot cancel the Contract once we have completed the Services (even if this is within the 14 day period).
7.2 The cancellation right in 7.1 does not apply in the case of orders for special purpose goods (i.e. goods which are not normally stocked by us) and where we have already obtained such goods from the manufacturer. We reserve a right to levy a cancellation charge in these circumstances.
7.3 To cancel the Contract, you must notify us by email and we will email you to confirm we have received your cancellation. We reserve the right to refuse to accept cancellations in certain circumstances (e.g. for special purpose goods not normally stocked by us) as well as the right to levy a cancellation charge in those circumstances. No cancellation will be effective unless this is in writing and accepted by us.
7.4 You may be entitled to a refund of the Goods if you have returned the Goods to us under this clause 7 because they are faulty or mis-described.
7.5 If Goods have been delivered to you before you decide to cancel the Contract then you must return them to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. You can either send them back, return them to us in-store or hand them to our authorised carrier.
8. Delivery, transfer of risk and title
8.1 We will contact you with an estimated delivery date, which will be within 30 days after the date of Dispatch Confirmation. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 16 for our responsibilities when this happens.
8.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
8.3 Title to the Goods will not pass to you until we have received payment for them as well as for any other goods and services that you have ordered from us.
8.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
8.5 If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods.
9. No international delivery and services in the UK only
9.1 Unfortunately, we do not deliver or perform services to addresses outside the UK.
9.2 You may place an order for Goods or Services from outside the UK, but the order must be for delivery or performance at an address in the UK.
10. Price of goods, services and delivery charges
10.1 The prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 10.4 for what happens if we discover an error in the price of Goods you ordered.
10.2 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
10.3 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
10.4 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
10.5 Payment for Services shall be as set out in the Order Confirmation. A deposit is payable immediately by you on us issuing the Order Confirmation and the balance is payable on completion of the Services. Where the Services relate to an ongoing maintenance contract, we reserve the right (on an annual basis) and during the maintenance contract period to increase our quoted prices to cover increases in wages, rates, travelling costs and all other relevant and prevailing factors from the date of the Contract.
10.6 Any additional work not covered in the Specification or Order Confirmation shall be charged on the basis of time and materials used at cost (unless otherwise agreed between us prior to such additional work being undertaken).
10.7 The prices for our Services do not include any extraneous work including redecoration, building, reupholstering, carpet laying, or other carpentry work and is subject to our installers or maintenance engineers having unrestricted access to the relevant property.
11. How to pay
11.1 You can only pay for Goods and/or Services purchased on our website using approved debit card or credit cards or by Pay Pal, Apple pay and Google Pay.
11.2 Payment for the Goods and/or Services and all applicable delivery charges shall be made in advance of delivery.
12. Manufacturer's guarantee for goods and installation guarantee
12.1 Some of the Goods we sell to you come with a manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods.
12.2 Where our Services include installation, the installer shall carry out (on a free of charge basis) repair or obtain replacement parts or other rectifications of faults for the system installed to ensure that the system corresponds with the Specification. This guarantee will not be valid if the system defects arise as a result of your wilful or negligent actions or where the defect(s) arise due to an Event Outside Our Control.
13. Our warranty for the Goods and Services
13.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
13.2 We provide a warranty that the Goods shall:
(a) conform in all material respects with their description; and
(b) be free from material defects in design, material and workmanship.
13.3 Subject to clause 13.4, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 13.2;
(b) we are given a reasonable opportunity of examining the Goods; and
(c) we ask you to do so, you return the Goods to us at your cost,
we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
13.4 We will not be liable for breach of the warranty set out in clause 13.2 if:
(a) you make any further use of the Goods after giving notice to us under clause 13.3;
(b) the defect arises as a result of us following any drawing, design or specification supplied by you;
(c) you alter or repair the Goods without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
13.5 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 13.2 to the extent set out in this clause 13.
13.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods or Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
13.7 These Terms also apply to any repaired or replacement Goods supplied by us to you.
14. Our liability: your attention is particularly drawn to this clause
14.1 References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.2 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
14.3 Subject to clause 14.2, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue; or
(b) loss or corruption of data, information or software; or
(c) loss of business opportunity; or
(d) loss of anticipated savings; or
(e) loss of goodwill; or
(f) any indirect or consequential loss.
14.4 Subject to clause 14.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods or Services.
14.5 We shall not be liable to you for any “false alarms” triggered by debris or dust from building works. Any contaminated detectors will only be replaced on a written purchase order from the customer.
15. Termination
15.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods or Services to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
15.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
15.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
16. Events outside our control
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
16.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
16.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
17. Communications between us
17.1 When we refer to "in writing" in these Terms, this includes email.
17.2 Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
17.3 A notice is deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
17.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
17.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18. General
18.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
18.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
18.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
18.6 Governing law and jurisdiction. The Contract is governed by Scots law and each party irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the Scottish courts.
1. About us
1.1 Company details. “Steadfas” is a trading name Logic Alarms Limited, a company registered in Scotland with company number SC211267, and its registered office at Fingask, 22 Tomich, Beauly, United Kingdom, IV4 7AS (referred to as “we” or “us”) .We operate the website www.steadfas.co.uk
1.2 Contacting us. To contact us, you can telephone our customer service team on 0300 373 5675 or at info@steadfas.co.uk
2. Our contract with you
2.1 These terms and conditions (Terms) apply to the order by you and supply of goods and/or services by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
3. Placing an order
3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods (Goods) and/or the services (Services) specified in the order, subject to these Terms.
3.2 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.3
3.3 Accepting your order
(a) Goods only or Goods and Services: If your order is for Goods or Goods and Services, We will confirm our acceptance to you by sending you an email that confirms that the Goods have been dispatched (Dispatch Confirmation). The Contract between you and us will only be formed when we send you the Dispatch Confirmation.
(b) Services Only If your order is for Services only (i.e. installation or maintenance services), we will send you an email quotation (Quotation) with the prices of the Services. Confirmation of acceptance of this Quotation (Order Confirmation) shall be the point the Contract between you and us will come into existence. The Contract will relate only to Services confirmed in the Order Confirmation.
3.4 If we cannot accept your order. If we are unable to supply you with the Goods or Services for any reason, we will inform you of this by email and we will not process your order.
4. Our Goods
4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the Goods accurately, we cannot guarantee that your Goods will be identical in every respect to those shown on the website.
4.2 The packaging of your Goods may vary from that shown on images on our site.
5. Our Services
5.1 Our services include the supply of fire alarm and emergency lighting products, together with a commissioning service where agreed between us.
5.2 We will supply the Services to you in accordance with any specification agreed between us (the Specification).
5.3 We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services
6. Your responsibilities and obligations to us
It is your responsibility to ensure that the terms of your order are complete and accurate and you cooperate with us in all matters relating to the delivery of Goods and provision of Services.
7. Your return and cancellation rights when Goods or Services are supplied by us
7.1 Where we supply you with Goods only, you may cancel the Contract and receive a refund, if you notify us as set out in clause 7.3 within 14 days of your receipt of the Dispatch Confirmation. Where installation or maintenance services are provided, you cannot cancel the Contract once we have completed the Services (even if this is within the 14 day period).
7.2 The cancellation right in 7.1 does not apply in the case of orders for special purpose goods (i.e. goods which are not normally stocked by us) and where we have already obtained such goods from the manufacturer. We reserve a right to levy a cancellation charge in these circumstances.
7.3 To cancel the Contract, you must notify us by email and we will email you to confirm we have received your cancellation. We reserve the right to refuse to accept cancellations in certain circumstances (e.g. for special purpose goods not normally stocked by us) as well as the right to levy a cancellation charge in those circumstances. No cancellation will be effective unless this is in writing and accepted by us.
7.4 You may be entitled to a refund of the Goods if you have returned the Goods to us under this clause 7 because they are faulty or mis-described.
7.5 If Goods have been delivered to you before you decide to cancel the Contract then you must return them to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. You can either send them back, return them to us in-store or hand them to our authorised carrier.
8. Delivery, transfer of risk and title
8.1 We will contact you with an estimated delivery date, which will be within 30 days after the date of Dispatch Confirmation. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 16 for our responsibilities when this happens.
8.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
8.3 Title to the Goods will not pass to you until we have received payment for them as well as for any other goods and services that you have ordered from us.
8.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
8.5 If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods.
9. No international delivery and services in the UK only
9.1 Unfortunately, we do not deliver or perform services to addresses outside the UK.
9.2 You may place an order for Goods or Services from outside the UK, but the order must be for delivery or performance at an address in the UK.
10. Price of goods, services and delivery charges
10.1 The prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 10.4 for what happens if we discover an error in the price of Goods you ordered.
10.2 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
10.3 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
10.4 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
10.5 Payment for Services shall be as set out in the Order Confirmation. A deposit is payable immediately by you on us issuing the Order Confirmation and the balance is payable on completion of the Services. Where the Services relate to an ongoing maintenance contract, we reserve the right (on an annual basis) and during the maintenance contract period to increase our quoted prices to cover increases in wages, rates, travelling costs and all other relevant and prevailing factors from the date of the Contract.
10.6 Any additional work not covered in the Specification or Order Confirmation shall be charged on the basis of time and materials used at cost (unless otherwise agreed between us prior to such additional work being undertaken).
10.7 The prices for our Services do not include any extraneous work including redecoration, building, reupholstering, carpet laying, or other carpentry work and is subject to our installers or maintenance engineers having unrestricted access to the relevant property.
11. How to pay
11.1 You can only pay for Goods and/or Services purchased on our website using approved debit card or credit cards or by Pay Pal, Apple pay and Google Pay.
11.2 Payment for the Goods and/or Services and all applicable delivery charges shall be made in advance of delivery.
12. Manufacturer's guarantee for goods and installation guarantee
12.1 Some of the Goods we sell to you come with a manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods.
12.2 Where our Services include installation, the installer shall carry out (on a free of charge basis) repair or obtain replacement parts or other rectifications of faults for the system installed to ensure that the system corresponds with the Specification. This guarantee will not be valid if the system defects arise as a result of your wilful or negligent actions or where the defect(s) arise due to an Event Outside Our Control.
13. Our warranty for the Goods and Services
13.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
13.2 We provide a warranty that the Goods shall:
(a) conform in all material respects with their description; and
(b) be free from material defects in design, material and workmanship.
13.3 Subject to clause 13.4, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 13.2;
(b) we are given a reasonable opportunity of examining the Goods; and
(c) we ask you to do so, you return the Goods to us at your cost,
we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
13.4 We will not be liable for breach of the warranty set out in clause 13.2 if:
(a) you make any further use of the Goods after giving notice to us under clause 13.3;
(b) the defect arises as a result of us following any drawing, design or specification supplied by you;
(c) you alter or repair the Goods without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
13.5 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 13.2 to the extent set out in this clause 13.
13.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods or Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
13.7 These Terms also apply to any repaired or replacement Goods supplied by us to you.
14. Our liability: your attention is particularly drawn to this clause
14.1 References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.2 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
14.3 Subject to clause 14.2, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue; or
(b) loss or corruption of data, information or software; or
(c) loss of business opportunity; or
(d) loss of anticipated savings; or
(e) loss of goodwill; or
(f) any indirect or consequential loss.
14.4 Subject to clause 14.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods or Services.
14.5 We shall not be liable to you for any “false alarms” triggered by debris or dust from building works. Any contaminated detectors will only be replaced on a written purchase order from the customer.
15. Termination
15.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods or Services to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
15.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
15.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
16. Events outside our control
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
16.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
16.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
17. Communications between us
17.1 When we refer to "in writing" in these Terms, this includes email.
17.2 Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
17.3 A notice is deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
17.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
17.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18. General
18.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
18.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
18.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
18.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
18.6 Governing law and jurisdiction. The Contract is governed by Scots law and each party irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the Scottish courts.