1 DEFINITIONS 

1.1 In these Conditions the following words mean: 

“Business Day” any day other than a Saturday or Sunday or a public or bank holiday in Scotland, or the UK;

“Company” means Yaia Limited or S’wheat of Suite 8, Stuart House, Musselburgh, EH21 7PB;

“Contract” means any contract between the Company and the Customer for the sale and purchase of Goods incorporating these Terms and Conditions; 

“Customer” the individual, firm, company or other party with whom the seller Company contracts; 

“Customer’s Purchase Order” an order for Goods by the Customer and acknowledged by the Company in accordance with clause 2.2; 

“Delivery Date” means the estimated date specified by the Company when the goods are to be delivered; 

“Goods” means the articles that the Customer agrees to buy from the Company including any installment of the goods or any part of them; 

“List Price” means the list of prices of the Goods maintained by the Company as amended from time to time; 

“Price” means the price for the Goods excluding VAT (if applicable) or any analogous sales tax, carriage, freight, postage or insurance costs; 

“Terms and Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company; It is expressly understood that neither the Customer nor the Company is consumers, as defined by the Unfair Contract Terms Act 1977; 

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, consolidated, reenacted, modified, extended or replaced at the relevant time. 

1.3 The headings in these Conditions are for convenience only and shall not affect their construction or interpretation. 

1.4 Any phrase in these Conditions introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrating and will not limit the sense of the words preceding that term. 

1.5 In these Conditions the masculine includes the feminine and the neuter and the singular includes the plural and vice versa. 

2 CONDITIONS 

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Company to the Customer to the exclusion of all other terms and conditions including any terms or conditions that the Customer may purport to apply under any purchase order, confirmation of order or similar document unless a Director of The Company otherwise agrees in writing. 

2.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Terms and Conditions.

2.3 The Customer shall be responsible for the accuracy of an order and for giving the Seller all information necessary for the Company to perform the Contract. 

2.4 Initial payment of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Terms and Conditions. 

2.5 Any variation to these Terms and Conditions (including any special terms and Conditions agreed between the parties) shall be inapplicable unless agreed in writing by a Director of the Company. 

2.6 These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to the Customer. 

2.7 The Customer acknowledges that it does not rely on any representation and/or warranty which has not been made in accordance with these conditions. 

3 PRICE AND PAYMENT 

3.1 The Price shall be as the parties may agree in writing. Failing such agreement prior to Delivery a price, which is reasonable and reflects the work involved in producing the items Requested including any cost in originating or making the artwork print ready. The Price is exclusive of VAT or any analogous sales tax, postage or insurance costs. Delivery is chargeable, unless a prior agreement, in writing, is signed by a Director of The Company.

3.2 If the Customer has been provided with a quotation, this shall only remain valid for a period of 30 days from the date of the quotation. 

3.3 Payment of the Price and VAT and any other applicable costs shall be due on receipt of invoice supplied by the Company. Unless a prior agreement, in writing signed by a Director of The Company

4 THE GOODS 

4.1 The description and quantity of the Goods shall be as set out in the Customer’s Purchase Order. While every endeavour will be made to deliver the quantity ordered a variation of 10 per cent is deemed acceptable and will be charged accordingly. 

4.2 The Goods shall be required only to conform to the specification in the Customer’s Purchase Order. Digital mock-ups are for illustrative purposes only and may not exactly match the product itself. 

5 DELIVERY OF THE GOODS 

5.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified in the invoice and the Customer shall be deemed to have accepted the Goods upon their delivery. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery, including customs clearance and payment of any duties, fees and taxes. 

5.2 The Delivery Date specified by the Company is an estimate only. Time for delivery shall not be of the essence of the Contract.

5.3 If the Company is unable to deliver the Goods for reasons beyond its control, then the Company shall be entitled to place the Goods in storage until such times as delivery may be effected and the Customer shall be liable for any expense associated with such storage. 

5.4 Risk shall pass on dispatch of the Goods to the Customer. Any damage occurred during transit by the courier will be of responsibility to the courier and any claims must be made to the courier.

6 TITLE 

6.1 The Company warrants that it has good title to the Goods. 

Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until the Company has received cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which paymen s then due.

7 CUSTOMER STOCK 

The company will hold a customer’s finished stock uncharged, where a prior written agreement by a Director of the company has been made, for a period up to 1 month from the date of purchase order unless a prior agreement in writing by a Director of the company is in place. After 1 month the stock will be charged to the customer whether or not delivery has been made. The company will, after a period of six months, and having sought prior arrangement with the customer, deliver the stock to the customer. Failing agreement for delivery the company will dispose of the customer’s finished stock. The Company accepts no responsibility for any damage, deterioration, or destruction by force majeure as set out in clause 8 for any item held in stock. 

8 FORCE MAJEURE 

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, freight delays, customs delays and the party shall be entitled to a reasonable extension of its obligations. 

9 SEVERANCE 

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated. 

10 GOVERNING LAW AND JURISDICTION 

These Terms and Conditions shall be governed by and construed in accordance with the Law of Scotland and the parties hereby submit to the exclusive jurisdiction of the Scottish Courts.