Call Off describes orders where the customer places an order for a larger quantity of parts and over an agreed period will place requests for part shipments from that order. Scheduled describes orders where the customer places an order for a larger quantity of parts giving multiple predetermined dates for delivery of all items at the time of order.
Legal title to the goods shall remain with the RDM until such time as RDM has received payment of the price of the goods and of the price of any other goods or services previously or subsequently supplied by RDM to the purchaser whereupon such title shall pass to the Purchaser.
Insofar as the goods may be delivered to the purchaser prior to the time when title thereto passes to the purchaser as aforesaid the purchaser shall until such time hold the goods as the fiduciary agent and bailee of RDM and shall accordingly remain liable to account to RDM for the goods or, if the same shall be sold by the purchaser (which the purchaser shall be entitled to do as the fiduciary agent of RDM, but as between the purchaser and the purchaser's customer, only as principal and without creating any relationship, disclosed or undisclosed between RDM and such customer), for all of the proceeds, tangible and intangible (and including without limitation insurance proceeds and proceeds of proceeds), thereof.
The purchaser shall, as trustee for RDM, pay such proceeds into a bank account separate from all other bank accounts and other monies and assets of the Purchaser and third parties. The Purchaser shall store the goods separate from any other goods of the purchaser and of third parties and shall identify the goods as the property of RDM. The purchaser shall not remover any identifying marks placed on the goods by RDM
If there is no such specification or to the extent that such specification is silent as to any aspect of the design, function, performance, tolerances, quality or characteristics of the goods, the goods do not conform to RDM'S published information (if any) or otherwise to the standards which RDM considers normal or usual for products of the kind sold at a similar price.
RDM is not in a position to ensure that the Purchaser's specification is correct and/or sufficient for the purposes intended by the purchaser, and the Purchaser is solely responsible therefore. If there is no such specification or to the extent that such specification is silent as to any aspect of the design, function, performance, tolerances, quality or characteristics of the goods, the goods do not conform to RDM's published information (if any) or otherwise to the standards which RDM considers normal or usual for products of the kind sold at a similar price.
RDM shall have no liability in respect of failure or delay in delivery or in performance of any obligation under the contract due to any cause outside RDM's control, including but not limited to act of God, fire, floods, war, civil disturbances, riot, act of Government, currency restriction, industrial disputes, unavailability of materials or failure of supplier, carrier or sub-contractor to deliver on time.
RDM reserves the right to increase the price of goods in proportion to any increase of costs to RDM between the date of acceptance of the order and delivery (including without limitation costs relating to exchange rates, labor, materials, transport and taxes) or where increase is due to any act or default or the Purchaser, including without the limitation the cancellation by the Purchaser of part of any non-adherence of agreed call-off or schedule delivery arrangements.
When delivery is delayed for reasons attributable to the Purchaser or its agents:
If the Purchaser commits any breach of the terms and conditions of contract or suffers distress or execution or becomes insolvent or commits and act of bankruptcy or enters into any arrangement or composition with his Creditors or goes or is put into liquidation (other than solely for amalgamation or reconstruction while solvent) or if a receiver or administrator is appointed over any part of the Purchaser's business, RDM may without prejudice to any rights which may have accrued or which may accrue to terminate the contract summarily by written notice.
Any question relating to any quotation or any contract subject to these conditions or agreed amendment of these conditions shall be determined in all respects by the laws of Scotland.