Title: GENERAL TERMS AND CONDITIONS OF PURCHASE
Revision: 04
Effective Date: 1st March 2011

1. DEFINITIONS AND INTERPRETATION

1.1    In these conditions:-
“Buyer” means Score Group Plc registered in Scotland under number 172439; or any subsidiary company within the group.
 “Conditions” means the General Terms and Conditions of purchase 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 Supplier.
“Consequential Loss” means any loss or anticipated loss of profit, loss or anticipated loss of revenue, business interruption, loss of use of any equipment, loss of any contract or other business opportunity and any other loss of a similar nature.
“Goods” means the items to be provided (including any instalment of the items or any part of them and including documentation as detailed in the Supplier Data Requirements List) in accordance with the Purchase Order.
“Purchase Order” means the contract formed by the acceptance of the Purchase Order document and shall incorporate these conditions of purchase as may be amended by special conditions referred to in the Purchase Order document.
 “Supplier” means the person(s), firm or company named in the Purchase Order and engaged by Score for the supply of Goods and/or execution of Services defined in the Purchase Order and includes the Supplier’s legal personal representatives, successors and assignees.
 “Services" means the services, if any, to be supplied by the Supplier in accordance with the Purchase Order.
 “Specification” includes any plans, drawings, standards, data or other information relating to the Goods or Services.

1.2        The Supplier shall be deemed to have accepted the Purchase Order and its Conditions as soon as it commences to perform any of its obligations hereunder.

1.3        These Conditions shall have precedence over any other conditions appearing on any acceptance form or other document emanating from the Supplier which shall have no effect except to the extent that they confirm the Purchase Order or are expressly agreed in writing by the Buyer.

2.       SPECIFICATIONS
2.1        The quantity, quality and description of the Goods and the Services shall, subject as provided in these Conditions, be as specified in the Purchase Order and/or in any applicable Specification supplied by the Buyer to the Supplier or agreed in writing by the Buyer.

2.2        Any Specification supplied by the Buyer to the Supplier, or specifically produced by the Supplier for the Buyer, in connection with the Order, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer. The Supplier shall not disclose to any third party or use any such Specification except to the extent it is or becomes public knowledge through no fault of the Supplier, or as required for the purpose of the Purchase Order.

 
3.       PRICE OF THE GOODS AND SERVICES
3.1        The price of the Goods and the Services shall be stated in the Purchase Order and be based on the quotation supplied by the supplier as a result of the enquiry from the buyer and, unless otherwise stated, shall be:-

1. i) exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a value added tax invoice); and
2. ii) inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the delivery address and any duties, imposts or levies other than value added tax

3.2        All prices specified in the Purchase Order shall be fixed and firm and not subject to escalation for the duration of the Purchase Order.

4.       TERMS OF PAYMENT
4.1        Unless otherwise stated in the Purchase Order, payment shall be made within 45 days after receipt by the Buyer of a proper invoice.

4.2       The Buyer shall be entitled to set off against the invoice any sums owed to the Buyer by the Supplier.

5.       DELIVERY
5.1        The Goods shall be delivered to and the Services shall be performed at the delivery address during the Buyer’s usual business hours.

5.2        Delivery of the goods and services shall be to the named destination on the Purchase Order. All delivery costs shall be Carriage and Insurance Paid (CIP) – Incoterms 2000 Edition.

5.3        Where the date of delivery is to be specified after placing the Purchase Order, the Supplier shall give the Buyer reasonable notice of the specified date.

5.4        A packing note quoting the Purchase Order number must accompany each delivery or consignment of the Goods and must be displayed prominently. Failure to comply with this requirement will result in an administration fee of GBP30.00 per unmarked consignment.

5.5        If the Goods are to be delivered or the Services are to be performed by instalments, the Purchase Order will be treated as a single contract and not several.

5.6        The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Purchase Order. If it is necessary to return the Goods to the Supplier, then the cost of returning the Goods will be met by the Supplier.

5.7        The Supplier shall supply the Buyer in good time with any instructions, letters of conformity, material certificates or other information required to enable the Buyer to accept delivery of the Goods and/or performance of the Services.

5.8        Goods are to be suitably packed and protected to ensure safe consignment to the delivery address. The Purchase Order number is to be quoted on all packages/documents. If packaging/protection is of a specialised nature, whereby removal would render Goods unsuitable for service, then this should be stipulated by the Supplier.

All supplies (with the exception of electronic media) must fall into one of the following categories:-

(a)     Items less than 15kg:
Items must be packed in a cardboard box, with bubble wrap only used for packing. Do not exceed 15kg per box (total weight of contents)

(b)      Items exceeding 15kg but less than 1000kg:
i)    Items must be packaged on a pallet.
ii)   Pallets must be sized 1200m wide (as you would face the pallet in racking) x 1000mm deep (as it would sit in the racking beams).
iii) Pallets must be constructed in accordance with BS 1133 Section 8 or equivalent national standards. 
iv)  Pallets must have 3 solid rails to support top boards 95mm high x 50mm wide.
v)   Pallets must be sheeted with 20mm boards on top surface with 2 off 50mm x 20mm rails fitted to the underside 120mm in from the front edges of the solid rails.
vi)  Palletised items must be secured to the pallet using nylon banding strapped over the load and under the top deck boards of the pallet.
vii)  Wedges or blocks must be affixed to the pallet where movement of the load within banding may occur. 
viii) Where the load has a narrow base or feet which may damage the pallet or slip between pallet top decks during transit a wooden board must be affixed to the pallet to provide a solid base. 
ix)  Where shrink wrap is used then a minimum amount only must be used and its use must not impede forklift access.
x)    Plastic, polystyrene or any kind of chips will not be accepted under any circumstances.

(c)      Items exceeding 1000kg:
Goods over 1000kg shall be suitably packaged to support the Goods for floor standing.

5.9        All Score URN tagged goods that require palletised shall be in numerical order in a left to right manner. E.G.160957-0001 to 0050 laid out from left to right in the pallet.  
5.10     Any packaging discrepancy shall incur a charge of GBP120.00; discrepancies include use of crates without prior permission from the Buyer.

5.11     The Buyer shall not be obliged to return to the Supplier any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.

5.12     If the Goods are not delivered or the Services are not performed on the due date, without prejudice to any other remedy, the Buyer shall be entitled to deduct from the price or (if the Buyer has paid the price) to claim from the Supplier by way of liquidated damage for delay, 1% of the contract value for every week’s delay, up to a maximum of 10%.

5.13     Goods with limited shelf life shall have a minimum of 95% of shelf life remaining on the date of delivery to the Buyer and state the cure date and expiry date clearly.

 
6.       RISK AND TITLE
6.1        Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Order, except in the case of consigned stock to the Buyer’s premises where risk remains with the Supplier until the Purchase Order is raised by the Buyer.

6.2        The property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Purchase Order.

 
7.       WARRANTIES AND LIABILITY
7.1        The Supplier warrants to the Buyer that the Goods will comply with all statutory requirements and regulations relating to the sale of the Goods.

7.2       During a period of 24 months after the time of dispatch or 18 months after installation, (whichever period expires first), the Supplier shall, at his own expense, repair or replace the Goods or Services or any part thereof found to be defective due to faulty design, material, equipment or workmanship (other than design specified in detail by the Buyer) or to any act or omission of the Supplier. If the Supplier is unable or refuses to undertake any re-performance which has been requested by the Buyer, the Buyer shall be entitled (without prejudice to any other rights and remedies it may have under the Purchase Order) to undertake any re-performance itself or to procure a third party to undertake such re-performance and, in either instance, recover all costs (including incidental costs) of such re-performance from the Supplier. For substituted or repaired items the prevailing guarantee will be extended from the date of replacement.

7.3        The Supplier shall indemnify the Buyer against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:-

1. i) breach of any warranty given by the Supplier in relation to the Goods or the Services;
2. ii) any claim that the Goods infringe, or their importation, use or resale infringes the patent, copyright, design right, trademark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;
3. iii) any liability under the Consumer Protection Act 1987 in respect of the Goods;
4. iv) any act or omission of the Supplier or its employees, agents or sub-contractors in supplying, delivering or installing the Goods or performing the Services; or
5. v) any defect in the Goods or Services provided.

7.4        The Supplier shall indemnify the Buyer against all loss or damage to property or liability for injuries (including death) sustained by anyone, including Supplier’s and Buyer’s employees and third parties, arising out of or in connection with the Goods and/or Services covered by the Purchase Order.

7.5        The Supplier shall take out and maintain, with a first class insurance company, insurance adequate to cover its liabilities hereunder and to fulfil any requirements of local government or other appropriate bodies.

7.6        The Buyer shall not be responsible to the Supplier for Consequential Loss. The Supplier shall not be liable to the Buyer for Consequential Loss other than for sums receivable by the Buyer under insurance policies carried by the Supplier.

8.       FORCE MAJEURE
8.1        Neither the Supplier nor the Buyer shall be liable to the other or be deemed to be in breach of the Purchase Order by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or Services, if the delay or failure was beyond that party’s reasonable control.

 
9.       TERMINATION
9.1        The Buyer shall be entitled to cancel the Purchase Order in respect of all or part only of the Goods and/or the Services by giving notice to the Supplier at any time in which event the Buyer’s sole liability shall be to pay to the Supplier the price for the Goods or Services in respect of which the Buyer has exercised its right of cancellation, less the Supplier’s net saving of cost arising from cancellation.

9.2        The Buyer shall be entitled to terminate the Purchase Order without liability to the Supplier by giving notice to the Supplier at any time if:-

1. i) the Supplier fails to comply with any of the terms of the Purchase Order;
2. ii) the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or, being a company, becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction);
3. iii) an encumbrance takes possession of, or a receiver is appointed to, any of the property or assets of the Supplier;
4. iv) the Supplier ceases, or threatens to cease, to carry on business; or
5. v) the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly.

  10.    CONFIDENTIALITY
10.1     The Supplier acknowledges and accepts that the information contained in the documents provided by the Buyer in connection with the Purchase Order is confidential and shall not be divulged to any third party or to be used for any other purpose than the performance of the Purchase Order without the prior written consent of the Buyer.

11.      GENERAL
11.1 Assignment
11.1.1 The Purchase Order is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Purchase Order.

11.2 Notices
11.2.1 Any notice required or permitted to be given by either party to the other in connection with the Purchase Order 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 time have been notified pursuant to this provision to the party giving the notice. Such notices shall be deemed effective within 48 hours of despatch.

11.3 Waiver
11.3.1 None of the provisions of the Purchase Order will be considered waived by the Buyer unless such waiver is given in writing by the Buyer. No such waiver shall be a waiver of past or future defaults, breach or modifications of any of the terms, provisions, conditions or covenants of the Purchase Order unless expressly set forth in such waiver.

11.3.2 If any provision of the Conditions of the Purchase Order are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Purchase Order and the remainder of the provision in question shall not be affected hereby.

11.4 Resolution of Conflict/Applicable Law
11.4.1 In the event of any dispute arising under or in connection with the Purchase Order or the supply of the Goods or Services then every effort shall be made to resolve and agree such a dispute by discussion between the parties. If, after a maximum period of 2 months, unless otherwise agreed by the parties, there is a failure to reach agreement, the dispute shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society of Scotland.

11.4.2 The Purchase Order shall be governed by and interpreted and construed in accordance with the laws of Scotland.

11.4.3 Unless otherwise specified, all quotations, contract documents, certification, data and drawings shall be supplied in the English Language.

12.    TECHNICAL SUPPORT
12.1       The Supplier agrees to fully support the Buyer with any and all technical information required to support the Supplier’s products. This support should cover the complete range of installed equipment and will cover repairs, spares and technical information whether the Goods were purchased as part of the Purchase Order or otherwise.

13.    QUALITY
13.1     The Buyer operates established quality management systems which comply to BS EN ISO 9001. All Goods supplied against the Purchase Order shall be as to allow the Buyer to meet the requirements for product identification and traceability to the source of supply.

13.2     The Supplier shall therefore ensure that its products are correctly identified and that the supporting documentation is provided in accordance with the requirements of the Purchase Order. All documentation affecting the specification of equipment/material on the Purchase Order including British, European and other international standards shall be to the latest issue unless otherwise stated.

13.3 Identification
13.3.1 All Goods supplied against the Purchase Order shall be marked in such a manner as to provide adequate identification to the document number and any manufacturer’s identities, part numbers, cast codes or serial numbers as applicable.

13.4 Certification
13.4.1 Each consignment of Goods supplied against the Purchase Order shall be accompanied by the relevant certification/documentation stipulated by the Purchase Order.

13.4.2 Pressure test certification must be dated within six months of anticipated delivery to the Buyer.

13.5 Inspection
13.5.1 Inspection shall be carried out on receipt by the Buyer. Inspection may consist of, but not be limited to:-

1. i) Visual Inspection;
2. ii) Marking/Tagging;
3. iii) Dimensional Inspection; or
4. iv) ressure/Function Tests

13.5.2   The Supplier shall not refuse any reasonable request by the Buyer to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to dispatch, and the Supplier shall provide the Buyer with all facilities reasonably required for inspection and testing at no cost to the Buyer.

13.5.3 If inspection of the Goods is to be carried out at the Supplier’s premises, the Buyer is to be given a minimum of 48 hours notice of impending inspection points. All technical queries and documentation which require approval are to be routed to the Buyer.

13.5.4 Any request from the Buyer to dispatch Goods on an urgent basis does not supersede the Supplier’s responsibility for ensuring that inspection requirements are met, unless formal notification that inspection is to be waived is provided in writing by the Buyer.

13.5.5 If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Purchase Order, and the Buyer informs the Supplier within 7 days of inspection or testing, the Supplier shall take such steps as are necessary to ensure compliance. Any such inspection or tests shall not in any way relieve the Supplier from any of its obligations under the Purchase Order from those existing either at common law or by statue.

14.    ENGINEERING SPECIFICATION
14.1     Goods are to comply with the requirements stated on the Purchase Order or referenced data sheets. Score Engineering Specification ES007 Rev 4 applies in the absence of such detail.

15.    CONTROL OF SUBSTANCES HAZARDOUS TO HEALTH (COSHH)
15.1     Where applicable, any hazardous materials/chemicals requested on the Purchase Order shall be

1. i) clearly marked in accordance with the national regulation of the country of destination but as a minimum supplied with hazard symbols and classification clearly identified on containers
2. ii) packaged separately;

15.2     A copy of the Health & Safety Hazard datasheet shall be supplied.

16.    VARIATION

THIS DOCUMENT IS SUBJECT TO CHANGE WITHOUT FORMAL NOTICE.

Some of the data / information contained within this e-mail may be confidential. If you are not the intended recipient, please notify the sender immediately by replying to the e-mail. The original message must then be deleted from your system. Copying or disclosing its contents to any other person, for any purpose, is not permitted.

All e-mails may be subject to interception or monitoring for operational reasons or for lawful business practices.

(c) 2008 Score Group plc

Score Group plc whose registered office is at Glenugie Engineering Works, Peterhead, Scotland AB42 0YX Registered No. 172439 has created this privacy statement because we take your privacy seriously. This statement sets out, who we are, what information we collect from you, and how we use it.

Contents
•General
•Information you supply in transactions
•Retention of personal information
•Cookies
•Links to Other Websites
•Controlling Your Personal Information and Opt Out
•Protection of Your Personal Information
•Changes to this Statement

General

Score Group plc is a company that primarily provides Intelligent Valve and Gas Turbine Solutions for its clients. Score Group collects personal information about you during your use of our website and services.

If you provide us with personal information (your name, postal address, telephone, fax or email address), or have done so in the past, via our websites, our publications or surveys, we may use that information to send you updates on our latest services and promotions or to contact you so that we may learn more about our customers.

You can choose to “opt out” of these communications. To state your contract preferences please contact us at . To opt out of any email communications from us, please click the ‘unsubscribe’ link at the foot of the email in question.

We may use your data to collate and create an information database of visitors to our website in order to improve our service and to provide relevant services and information to you.

Retention of Personal Information

We will retain your information for such a period as we are legally obliged to keep it or for the period necessary for the purpose for which the data was collected or for which it is to be processed further, whichever is the longer.

Links to Other Websites

Our website may contain links to enable you to visit other websites of interest easily. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy policy. We accept no responsibility or liability for such other websites. You should exercise caution when entering personal information online and look at the privacy statement applicable to the website in question.

Controlling Your Personal Information & Opt Out

You may choose to restrict the collection or use of your personal information in the following ways:
•To opt out of any email communications from us, please click the ‘unsubscribe’ link at the foot of the email in question.
•If you have previously agreed to us holding or using your personal information for direct marketing purposes, you may change your mind at any time by writing to or emailing us at .

Protection of Your Personal Information

We are concerned about guarding the security of your personal information and the details of any transactions. We take appropriate organisational technical security measure to protect your data against unauthorised disclosure or processing. We use a secure server to store the information you give us when you register and any personal data you send us on-line is securely encrypted.

Changes to this Statement

The Score Group of companies privacy statement is subject to change at any time. S.T.A.M.P LimitedTM will post changes to this statement on our website prior to implementing any major changes.

Last modified: June, 2010

Contact

S.T.A.M.P. Limited ^TM
VITAL Training and Conference Centre
Wellbank, Peterhead,
Aberdeenshire
AB42 3GL
Scotland
UK
T: +44 (0) 1779 482333
F: +44 (0) 1779 482334
E:

(c) 2010 Score Group plc

Title: GENERAL TERMS AND CONDITIONS OF SALE - Score Europe Limited
Revision: 00
Effective Date: 30th May 2008

1. DEFINITIONS AND INTERPRETATION

1.1 In these conditions, the following words shall have the following meanings:-
“Business Day” means any day from Monday to Friday on which the Company is open for business.

“Buyer” means the company, partnership, business or individual who/which purchases the Goods from the Company.

“Company” means Score Group Plc registered in Scotland under number 172439; or any subsidiary company within the group.

“Conditions” means the General 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 Company and the Buyer.

“Contract” means any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions.

“Delivery Point” means the place where delivery of the Goods is to take place under condition 4.

“Goods” means the goods or services or any part thereof to be sold or provided to the Buyer by the Company as described in the Contract.

“Price” means the price for the Goods as stated in the Company’s quotation as accepted by the Buyer’s purchase order.

1.2 Clause heading are for ease of reference only and shall not affect the construction or interpretation of any clause.

1.3 Words importing the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

2.1 Unless otherwise agreed in writing by the Company, these conditions are the only conditions upon which the Company is prepared to supply the Goods to the Buyer. These Conditions shall constitute the whole agreement between the Company and the Buyer and shall govern the Contract to the entire exclusion of all other terms or conditions (including the Buyer’s terms and conditions or those implied by trade, custom or practice).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase the Goods subject to these Conditions.

2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of the order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
Any quotation is given on the basis that no contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of Thirty (30) days only from its date, provided the Company has not previously withdrawn it.

2.5 These Conditions apply to all the Company’s sales and any variation to these Conditions and any representation about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Company.

2.6 The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.

3.1 The quantity and description of the Goods shall be as set out in the Company’s quotation as agreed by the Buyer’s purchase order.

3.2 All drawings, particulars of weights and dimensions, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’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 this Contract and this is not a sale by sample.

4.1 Delivery is in accordance with the Contract terms by any method convenient to the Company and the Buyer will be charged accordingly.

4.2 The Buyer shall take delivery of the Goods within 7 days of the Company giving it notice that the Goods are ready for delivery.

4.3 Delivery times specified by the Company in its quotation are intended to be business estimates only and the Company is not liable to the Buyer for any failure to comply with such delivery times.

4.4 Subject to the other provisions of these Conditions the Company will not be held liable for any direct, indirect or consequential loss, or any costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless the delay exceeds 90 days.

4.5 If Company is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer (including but not limited to failure to provide specifications or such other information as Company reasonably requires to proceed expeditiously with its obligations under the Contract), the delivery period and the Contract Price shall both be adjusted accordingly.

4.6 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

4.6.1 risk in the Goods shall pass to the Buyer;

4.6.2 the Goods shall be deemed to have been delivered; and

4.6.3 the Company may store the Goods for the Buyer and the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.7 The Buyer shall provide at the Delivery Point, at the Buyer’s expense, adequate and appropriate equipment and manual labour for unloading the Goods.

4.8 The Company is not bound to deliver the Goods in one lot, shipment or consignment and the Buyer shall accept split deliveries or delivery by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless written notice is given to the Company within 5 days of the date when the Goods would, in the ordinary course of events, have been received.

5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6.1 Goods will be inspected by Company and, where practicable, submitted to Company’s standard tests before despatch. Any additional tests or inspection (including inspection by Buyer or its representative, or tests in the presence of Buyer or its representative and/or calibration) or the supply of test certificates and/or detailed test results shall be subject to Company’s prior written agreement and the Company reserves the right to charge therefor.

6.2 If the Buyer or its representative fails to attend such inspection, tests or calibration after 7 days notice that the Goods are ready therefore, the inspection, tests and/or calibration will proceed and will be deemed to have been made in the presence of Buyer or its representative and the Company’s statement that the Goods have passed such inspection, testing and/or calibration shall be conclusive.

7.1 The Goods are at the risk of the Buyer from the time of delivery or within 7 days of receiving notice that the Goods are ready for delivery, whichever is the earlier.

7.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:

7.2.1 the Goods; and

7.2.2 all other sums which are or which become due to the Company from the Buyer on any account.

7.3 Until ownership of the Goods passes to the Buyer, the Buyer shall:

7.3.1 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;

7.3.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

7.3.3 maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request, the Buyer shall produce the policy of insurance to the Company.

7.4 The Buyer can only resell the Goods before ownership has passed to it solely on the following conditions:

7.4.1 any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and

7.4.2 any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal in making such a sale.

7.5 The Buyer’s right of possession of the Goods shall terminate immediately if:

7.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or 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 reconstruction or amalgamation, or as a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder, 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;

7.5.2 the Buyer suffers any diligence or execution to be levied, on his/its property or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

7.5.3 the Buyer encumbers or in any way charges any of the Goods.

7.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

7.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are being stored in order to inspect them, or, where the Buyer’s rights to possession has terminated, to recover them.

8.1 Unless otherwise agreed in the Contract, the Price shall be payable in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded) within 30 days of the Company’s invoice date, without further notice from the Company. All sums are to be paid in the currency as specified on the invoice.

8.2 The Price for the Goods shall be exclusive of any value added tax, export, import, excise duties and any other taxes or duties. All such taxes or duties shall be payable by the Buyer.

8.3 The Company may invoice on or any time after delivery, or if the Buyer wrongfully fails to take delivery or otherwise suspends or delays delivery, the Company is entitled to invoice from the date the Goods were tendered for delivery.

8.4 If the Buyer fails to make timely payment of any sum due, the Company may suspend the delivery of Goods until full payment is made. If such failure to make payment continues for more than one month, the Company may without prejudice to any other contractual rights, terminate this Contract and dispose of the any Goods appropriate to the Contract.

8.5 No payment will be deemed to have been received until the Company has received cleared funds.

8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the matter will be passed to the Company’s lawyers to commence legal proceedings to recoup any amounts owed under the Contract.

8.7 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provisions.

9.1 The Company warrants that:-

9.1.1 Goods supplied by the Company will be free from defects in materials or workmanship under normal use and care and services will be performed by trained personnel using proper equipment and instrumentation for the particular service provided. The foregoing warranties will apply until the expiration of the warranty period which is 12 months from the date of initial installation or 18 months from the date of notification of delivery by the Company whichever occurs earliest;

9.1.2 if any of the Goods do not conform to this warranty the Company will at its option either repair or replace non-conforming Goods or take back the non-conforming Goods and refund the appropriate part of the purchase Price.

9.1.3 Should the warranty period given by the original manufacturer be less than that stated in 9.1.1, then company reserves the right to reduce the warranty period to that given by the manufacturer unless otherwise agreed.

9.2 The warranty contained in clause 9.1 is conditional upon:-

9.2.1 the Buyer giving written notice to the Company within 14 days of the time when the Buyer discovers or ought to have discovered the alleged non-conformity in the Goods;

9.2.2 the Buyer giving the Company reasonable access to inspect the Goods and, if requested by the Company, returning the alleged non-conforming Goods to the Company’s premises, carriage paid, for inspection;

9.2.3 the Goods having been properly stored, maintained, handled and installed in accordance with good industrial practises and the Company’s recommended procedures; and

9.2.4 the Buyer having paid for the Goods in full.

9.3 The Company accepts no liability in respect of:

9.3.1 any modification or alteration required to the Goods made necessary by any legislation, regulation or requirements of any authority after the purchase order has been placed;

9.3.2 any repair or replacement required to any Goods where any identification, serial or batch number has been altered, defaced or removed, or if any unauthorised work has been carried out by others; and

9.3.3 faults caused by accident, neglect, misuse or normal wear and tear.

9.4 This warranty is given in lieu of all warranties and conditions whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) which are hereby excluded to the fullest extent permitted by law.

10.1 Neither party excludes or limits its liability to the other party for death or personal injury caused by any negligent act or omission, or wilful misconduct or breach of duty of such party.

10.2 The Company shall, in no circumstances, be liable to the Buyer in respect of any of the following losses or damage (whether such losses or damages were foreseen, foreseeable, known or otherwise):

10.2.1 indirect or consequential loss or damage;

10.2.2 loss of business profits, salary, business revenue, goodwill, or anticipated savings; or

10.2.3 loss which could have been avoided by the Buyer through reasonable conduct.

10.3 In the event that, notwithstanding any of these Conditions, the Company is found liable to the Buyer, such liability for actual damages for any cause whatsoever shall be limited to the Price paid by the Buyer to the Company in relation to provision of the Goods.

11.1 The Company may terminate the Contract with immediate written notice if the Buyer fails to pay the Price in accordance with condition 8.4.

11.2 The Buyer may terminate or suspend its order for all or part of the Goods covered by the Contract only upon the Company’s written consent.

11.3 In the event of cancellation of the Contract by the Buyer, the Buyer will be liable for all costs incurred by the seller up to the time of cancellation or a variable charge based on the full value of the Contract dependent upon the time elapsed after placement of the Order whichever be the greater. The variable charges are defined as follows:

2 weeks 25%
3-4 weeks 30%
5-6 weeks 50%
7-8 weeks 75%
9 weeks or more 100%

12.1 The Company may at any time assign the Contract or any of its rights or obligations under it.

12.2 The Buyer shall not, and shall not purport to assign or otherwise transfer the Contract or any rights or obligations under it without the Company’s prior written consent. Any such consent shall not excuse the Buyer from performance of any obligations on its part to be performed.

If and in so far as any part or provision of these Conditions is or becomes void or unenforceable it shall be deemed not to be or never to have been or formed a part of the Contract and the remaining provisions of the Contract shall continue in full force and effect.

14.1 The Contract shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage, governmental decisions or actions including but not limited to prohibition of exports or the failure to grant or revocation of applicable export licenses, or labour trouble, strike, lockout or injunction.

14.1 If either party is delayed or prevented from performance of its obligations by reason of this clause for more than 180 consecutive calendar days, either party may terminate the then unperformed element of the Contract by notice in writing given to the other party, without liability provided that the Buyer shall be obliged to pay the reasonable cost and expense of any work in progress and to pay for all Goods delivered as at the date of termination. Company may deliver by instalments and if so each delivery shall constitute a separate Contract and failure by the Company to delivery any one or more of the instalments in accordance with their terms shall not entitle the Buyer to terminate the whole of the Contract or treat it as repudiated.

Any variation to the Contract shall only be effective if in writing and signed by authorised representatives of both parties.

No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.

Save to the extent expressly set out in the Contract, the Contract is not intended nor shall it create any rights, entitlement, claims or benefits enforceable by any person that is not a party to it and the rights set out in the Contracts (Rights of Third Party Parties) Act 1999 shall not apply.

Notices may be served by telex or fax and are deemed served the next working day after despatch.

The construction, validity and performance of this Contract shall be governed by and construed in accordance with Scots law and the parties hereby submit to the exclusive jurisdiction of the Scottish courts.

Score Group plc

SC172439

Score International Limited

SC169597

Score (Europe) Limited

SC94003

Score Marine Limited

SC229821

Hycrome (Europe) Limited

SC122201

Score Training and Multimedia Productions Limited

SC287317

Score Energy Limited

SC259376

Score Subsea and Wellheads Limited

SC360201

Qualtec Control Limited

2688050

Constant Systems Limited

2433639