1.    General

 For the purpose of these terms and conditions, the following words shall have the following meanings:

a.     “The Company” shall mean The Ritual Works Ltd.

b.   “The Customer” shall mean the person or organisation for whom the Company agrees to carry out works and/or supply goods.

The following conditions used by The Ritual Works Ltd may not be released, discharged, supplemented, interpreted, varied or modified in any manner except by an instrument in writing signed by a duly authorised representative of the Company and the Customer.

Further, these Terms & Conditions shall prevail over any Terms & Conditions used by the Customer or contained or set out or referred to in any documentation sent by the Customer to the Company; by entering into a contract with the Company, the Customer agrees irrevocably to waive the application of such Terms & Conditions. If, subsequent to this contract, any contract for sale is concluded with the same Customer by email, letter, telegram, telex, telefax, or orally or by any combination of these, without express reference to these conditions of sale, it shall be a term of such a contract that these Terms and Conditions of Trade shall apply to such a contract.

The Company reserves the right to refuse or decline work at its own discretion.

2. Quotations

Where a written quotation has been supplied to the Customer, the total charge to the Customer referred to in the quotation may be revised in the following circumstances:

2a.    If after submission of the quotation, the Customer instructs the Company (whether orally or in writing) to carry out additional works not referred to in the quotation.

2b.    If after submission of the quotation, there is an increase in the price of materials.

2c.    If after submission of the quotation it is discovered that further works need to be carried out which were not anticipated when the quotation was prepared.

2d  If the Customer has not clearly specified the tolerances required in the manufacture of items when instructing the Company initially, upon which the Company has provided the quotation.

2e.   If after submission of the quotation, it is discovered that there was a manifest error when the quotation was prepared.

A quotation issued by the Company is open for acceptance for 30 days and may be withdrawn or altered by The Ritual Works Ltd within such period at any time without notice.

The Company is not under any obligation to provide a quotation to the Customer and is only bound (subject as hereinafter) by quotations given in writing to the Customer and signed by a duly authorised representative of the Company.

The Company shall not be bound by any quotations given orally or in which manifest errors occur.

Where goods are to be supplied from stock, such supply is subject to the availability of stocks at the date of delivery.

The Company reserves the right to subcontract all or any of its obligations without prior Customer consent.

3. Customer Specifications

The Company is entitled to assume that all drawings, descriptions, specifications and other information supplied by the Customer to the Company whether written or verbal, is in all aspects complete, accurate and suitable for the Customer’s requirements. Unless otherwise expressly agreed, the Company shall have no responsibility for the performance, suitability or durability of any goods or any materials or workmanship comprised therein to the extent that the same is manufactured in accordance with the Customer’s designs, drawings, standards or specification.

4. Customer Supplied Materials

Any /all work involving the use of Customer’s materials is undertaken by the Company only on the express understanding that the Company cannot be responsible for any distortions, faults, or defects that appear or develop during or are caused by the work, howsoever arising, even if resulting from any fault, negligence, or mistake of the Company.

The Company gives no guarantee or warranty of any kind, but subject to the availability of capacity and facilities, it will endeavour to correct any such distortions, faults or defects at the Customer’s expense and risk.

The Company shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or other liabilities, whether direct or consequential, and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by law.

5. Prices

The prices stated in the contract are based on the cost to the Company for materials, fuel and power, transport, and labour at the date of the order's acceptance. If, from the date of order acceptance or dispatch of the goods from the Company’s premises, there has been any increase in all or any of such costs, the price payable for the goods may, at the request of the Company, be increased accordingly.

5a.   Where the price for the goods is varied in accordance with this condition, the price as varied shall be binding on both parties and shall not give either party any option of cancellation.

5b.    Any Value-Added Tax at the prevailing rate and any other tax or duty relating to the manufacture, transportation, export, import, sale, and delivery of the goods (whether initially charged or payable by the Company or the Customer) shall be added to the price for the goods.

5c.   All goods are sold “ex works” unless otherwise stated. If the Company arranges or undertakes the carriage, freight, insurance and any other transport costs beyond the point of delivery such costs shall be for the Customer’s account and shall not affect the provisions of the contract as to the passing of risk.

5d.  All prices are quoted in pounds sterling unless otherwise stated.

6. Payment

6a.     Prices quoted are net.

6b.  Subject to credit being approved and unless otherwise expressly agreed, accounts are due for payment on the date specified on the invoice.

6c.    When deliveries are spread over a period, each consignment will be invoiced as dispatched, and each month’s invoices will be treated as a separate account and payable accordingly.

6d.   In the event of failure to pay for any goods or for any delivery or instalment or should a Customer’s credit limit be exceeded, the Company shall be entitled to suspend further deliveries and work on the same order and on any other orders from the Customer without prejudice to any other right the Company may have, whether under clause 12 below or howsoever.

6e.  The Company also reserves the right to charge interest on overdue accounts at the rate of 2% per month. 4.5 Without prejudice to the company’s rights under clause 12 below, the Company reserves the right where genuine doubts arise as to a Customer’s financial position or in the case of failure to pay for any goods or any delivery or instalment or to exceed the credit limit as aforesaid to suspend delivery of any part or instalment without liability until payment or satisfactory security for payment has been provided.

6f.   In the event of any dispute, the Customer shall not be entitled to withhold payment of the price of the goods or any agreement payments or to any right or set-off against any payment due to the Company under this or any other contract

6g.  The Company reserves the right to request payment in full in advance of works commencing. The Customer will be issued a Pro Forma invoice by the Company, and only once full payment is received by debit/credit card or via BACS payment will goods be released for collection by the Customer.

6h.  The Customer will indemnify the Company for any losses, costs and expenses (including, without limitation, loss of profits, collection costs and third-party costs) suffered by the Company as a result of the Customer’s failure to make any payment on the due date and/or recession of the contract by the Company.

7. Delivery and Completion Dates

The delivery or performance dates specified are approximate only, and unless otherwise stated, time is not of the essence for delivery.

7a.       No delay shall entitle the Customer to damages, to reject any delivery, any further instalment or part of the order, or any other order from the Customer, or to cancel or repudiate the contract or the order.

7b.      The Company cannot undertake to meet any schedule of Customers requirements supplied after the date of the contract and will have no liability whatsoever for delay in meeting all or any of such requirements (howsoever such failure or delay may arise) unless and to the extent that the Company expressly agrees to meet such requirements, in which event paragraph 7 a) of this condition will apply.

7c.       The customer must inspect the goods upon arrival and notify the Company within 24 hours of receipt if the goods as to any defects or deviations from the agreed sale contract, after this time the Company cannot be held liable for said defects or deviations.

8. Force Majeure

In the event of the performance of any obligations by the Company being prevented, delayed or in any way interfered with by any act of God, fire, pandemic, inclement or exceptional weather conditions, industrial action (whether at the Company’s premises or elsewhere), hostilities, breakdowns, accidents, explosions, shortage of labour, materials, power or other supplies, late delivery or performance or non-delivery or

non-performance by suppliers or sub-contractors, governmental order or intervention (whether or not having the force of the law) or any other cause beyond the Company’s control or of an unexpected or exceptional nature, the Company may suspend or treat as impossible the performance of any obligation to the Customer without liability for any loss.

9. Delayed acceptance

If, for any reason, the Customer is unable to accept delivery of the goods when the goods are due and ready for delivery, the Company may (but shall not be under any obligation to) arrange storage of the goods, and the Customer shall be liable to the Company for the reasonable costs (including insurance) of such storage.

This provision is without prejudice to any other right which the Company may have in respect of the Customer’s failure to take delivery of the goods or to pay for them in accordance with the contract when payment would have been due if the goods had been delivered when due and ready for delivery.

10. Cancellation

Cancellation of orders in whole or in part will only be accepted by the Company in writing and on condition that all costs and expenses reasonably incurred by the Company up to the time of cancellation and all loss of profits and other losses or damages resulting to the Company by reason of such cancellation will be reimbursed by the Customer to the Company forthwith.

11. Non-Standard Orders

Where the Customer orders goods or materials of a type, size or quality not normally supplied by the Company, the Company will use all reasonable endeavours to execute the order, but if it proves impossible, impracticable or uneconomical to carry out or complete the order, the Company reserves the right to cancel the contract or the uncompleted balance thereof in which event the Customer will only be liable to pay for the part of thereof actually delivered.

12. Termination

The Company shall be entitled without prejudice to the Company’s other rights and remedies either to terminate wholly or in any part any or every contract between the Company and the Customer or to suspend any further deliveries in any of the following events:

12a.    non-compliance by the Customer with the Company’s terms of payment in accordance with this or any other contract between the Company and the Buyer or

12b.   if the Customer has failed to provide a letter of credit or guarantee, bill of exchange or other security required by the Company; or

12c.   if the Company obtains unfavourable reports on the financial standing of the Customer, if the Customer becomes insolvent or is voluntarily or compulsorily wound up or made bankrupt or has had a Receiver or Administrative Receiver appointed, or if the Customer makes any composition with its creditors generally.

13. Lien 

In addition to any rights of lien that the Company may have, the Company shall, in any of the events described in clause 12 above, have a general lien over all goods of the Customer then in the Company's possession for any monies due to the Company but unpaid.

14. Title to Goods

14a.   The risk in the goods shall pass to the Customer:

        i.     when the goods are delivered to the customer’s premises at the request of the Customer or

        ii.    if the goods are appropriated to the Customer but kept at the Company’s premises at the request of the Customer or the goods are not able to be delivered due to reasons outside of the Company’s control.

14b.   Notwithstanding sub-clause 14a) above, legal and equitable ownership of the goods shall remain with the Company until payment for the goods has been received by the Company in full or until the Customer sells the goods to its customers by way of a bona fide sale at full market value, whichever shall first occur.

14c.   At any time prior to full payment (whether or not payment is then overdue), the Company may, (without prejudice to any of its other rights), retake possession of the goods or any part thereof and may enter on the Customer’s premises by its employees or agents for that purpose.

15. Goods, Warranty, Limit of Responsibility

The Company warrants that it will so far as it is able so to do, give the Customer the benefit of any express guarantee or warranty by the manufacturer of the goods and any other rights which the Company has against the manufacturer. The Customer’s remedies in respect of any claim that the goods are defective or not in accordance with the contractor any express description in respect of any condition or warranty implied by law or any other claim in respect of the goods or any workmanship in relation thereto (whether or not involving negligence on the part of the Company) shall in all cases be limited to enforcement of the above mentioned liabilities of the manufacturer and the Company shall not in any circumstances be liable for any damages, compensation, costs, expenses, losses or other liabilities, either direct or consequential, and in any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by any rule of law.

16. Advice Given to Customers

The Company shall be under no liability whatsoever in respect of any advice or views it offers or expresses to a Customer expressly or by implication as to the suitability or otherwise of the goods or any process to which the goods may be subject unless such advice is requested by the Customer in writing and the Company relies upon writing whereupon should such express representations be found to be wrong or inaccurate the liability of the Company will be limited to rectification or replacement of the goods and the Company shall not in any circumstances be liable for damages, compensation, costs, expenses, losses or other liabilities, whether direct or consequential and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by law.

17. Tolerances and Tests

a.   The Company will supply to the Customer whatever information it receives from the manufacturer regarding gauges, weights, chemical composition and analysis, quantities and sizes as it is liable to provide. Any requirements as to gauges, weights, chemical composition and analysis, quantities and sizes which are communicated by the Customer to the Company in writing will so far as possible be adhered to, but reasonable excess and deficiencies thereof shall be accepted by the Customer who shall not be entitled to reject any goods or to replacement of any goods on the ground that they are not precisely as specified.

b.     Unless otherwise specifically agreed, all tests and test pieces whatsoever required by the Customer will be charged extra.

c.     Unless otherwise specifically requested by the Customer, tests of chemical composition shall be based only on the ladle analysis, which shall be final. Tests and inspections shall take place under the manufacturer’s standard testing arrangements, and such tests shall be final. All tests are subject to analytical tolerances.

18. Indemnity

The Customer agrees upon demand to indemnify the Company against all actions, costs (including the costs of defending any legal proceedings), losses, damages, injury and expenses of whatever nature suffered by the Company to the extent that the same are caused by or related to:

a. designs, drawings, descriptions, specifications, and other information given to the Company by the Customer in respect of goods supplied by the Company to the Customer, and

b.   defective materials or products supplied by the Customer to the Company and incorporated by the Company in goods produced by the Company for the Customer, and

c.    the improper incorporation, assembly, use, processing, storage or handling of goods by the Customer.

19. Patents etc.

The customer shall indemnify the Company against all actions, costs (including the costs of defending any legal proceedings), claims,

proceedings, accounts and damages in respect of any infringement of any patent, registered trademark or other industrial or intellectual

property rights resulting from compliance by the Company with the Customer’s instructions, whether express or implied.

20. Loss or Damage During Transit

The risk in the goods passes to the Customer when they are dispatched from the Company’s works, and the Company accepts no responsibility for any damage, shortage, or loss in transit. Claims for any damage, shortage, or loss in transit should be made on the carrier, and any conditions imposed by the carrier in relation to claims for damage, shortage, or loss in transit should be complied with.

21. Packing

Unless otherwise specified, packing cases and packing materials will be charged extra, but where stated to be reasonable will be credited in full on return to the Company’s works carriage paid in good condition, within one month of receipt by the Customer.

22. Applicable Law

The contract shall in all respects be governed by and construed in accordance with Scottish law, and the Customer hereby submits to the non- exclusive jurisdiction of the Scottish Courts.

23. UK General Data Protection Regulation (GDPR) and the Data Protection Act 2018 (DPA)

For the performance of its work, the Company shall entrust only such employees who have been bound to confidentiality and have previously been made aware of the data protection provisions relevant to their work. The Company and any person acting under its authority who has authorized access to personal data shall not process that data unless on instructions from the Controller, which includes the powers granted in this Contract unless required to do so by law. The implementation of and compliance with all technical and organizational measures required for this Contract pursuant to Articles 28 (3) (2) (c), 32 GDPR. The Company shall regularly check its internal processes as well as technical and organizational measures in order to guarantee that the processing within its remit is occurring in accordance with the requirements of applicable data protection law and that the protection of data subject rights is ensured. The Company and the Customer shall cooperate with the supervisory authority in the performance of their duties upon request. The Customer shall be informed immediately of any inspection and measures conducted by the supervisory authority insofar as they relate to this Contract. This also applies insofar as the Company is under investigation or is a party to an investigation by a competent authority in connection with infringements to any civil or criminal law, administrative rule, or regulation regarding the processing of personal data in connection with the processing of this Contract. This only applies if and to the extent that informing the Customer is legally permissible. Insofar as the Customer, for its part, is subject to an inspection by the supervisory authority, an administrative offence or criminal proceedings, the liability claim of a data subject or a third party or any other claim in connection with the contract data processing by the Company, the Company shall support the Customer to the best of its ability.

For the purpose of verifying the Customer's financial standing, the Company reserves the right to obtain information on the Customer’s creditworthiness from credit agencies or credit insurers and to report such data to them. The Customer expressly consents and agrees that the Company may make such enquiries and searches and obtain such references as it considers necessary from credit reference agencies or credit insurers (which will keep a record of any search made).

On conclusion or termination of this Contract, both parties shall cease to use all copies of confidential information obtained from the other except in so far as the law requires the information to be retained, in which event it shall be kept until such period is over and, in any event, kept strictly confidential.

A copy of the Company’s Privacy Policy is available on the company website: https://www.theritualworks.com/terms-and-conditions or upon request.

24. Health & Safety

The Company takes the Health & Safety of all Customers and staff extremely seriously and have arrangements in place to ensure compliance with all legal obligations in this respect. Customers are expected to take reasonable care and responsibility for their own health and safety whilst on Company premises and whilst our Operators are on site and follow any health and safety instructions given by Company representatives / Operators for the duration of the Customer visit/works. Copies of our Public Liability insurance and Health & Safety Policy are available upon request.

25. Recording and Security Cameras

a. Calls may be recorded for training, quality and improvement and security purposes in accordance with the Investigatory Powers (Interception by Businesses, etc, for Monitoring and Record-keeping Purposes) Regulations 2018.

b. The Company reserves the right to record all happenings on-site via a network of CCTV cameras and to keep recordings in accordance with the General Data Protection Regulation (GDPR) and the Data Protection Act 2018 (DPA). This includes, but is not limited to, vehicle registration logging and facial identification of all site visitors at all times.

26. Bribery Act 2010

The Company acknowledges and understands its legal and moral obligations as detailed in the Bribery Act 2010. It has an active Anti-Bribery and Corruption Policy in place that reflects its zero-tolerance approach to acts of bribery and has been fully trained to all staff. The Customer understands that acceptance of the Company’s Terms and Conditions of Trade is acceptance of the Company’s own Anti-Bribery and Corruption Policy (a copy of which is available upon request).

If any words or provisions in these Terms & Conditions are unenforceable, the remainder of the Terms & Conditions shall remain effective.