1. GENERAL These terms and conditions apply to all supplies of goods and/or services by Ur Space Limited, a Company incorporated under the Companies Acts (company number SC278293) and having its registered office at The Lighthouse Belford Road, Edinburgh, EH4 3BL ("the Company"). You ("the Customer") agree that these terms and conditions shall be the only terms and conditions governing the supply of the goods and/or services by the Company. No waivers, alterations or modifications of these terms and conditions (including, for the avoidance of doubt, any subsequent purported alteration or replacement of these terms and conditions by the Customers standard terms and conditions) shall be valid unless made in writing and signed by the duly authorised representatives of the Company and Customer. All quotations or offers given or made by the Company are, unless the Company decides at any time to extend such period, open for acceptance by the Customer for a period of 30 days only from their date. All quotations and offers are also given or made subject to the availability of goods, materials, and any other items required to give effect to the Company's obligations under the Contract.
2. PAYMENT TERMS
All prices are, unless otherwise stated, inclusive of any applicable value added tax. Unless otherwise agreed in writing, payment of the price, and (where applicable) carriage costs and VAT, is due in full before any goods and/or services shall be released. Where the supply of goods and/or services takes place over a period in excess of one month, the Company shall have the right to invoice on a monthly basis and any such invoices shall be due for payment within 30 days of their date. Time of payment is of the essence of the agreement between the Company and the Customer, and as detailed in Clause 5, where the Customer delays in, or fails to make, payment of the price to the Company, the warranty given by the Company in terms of Clause 5 shall not apply. The Customer shall not be entitled to withhold or set off payments for any reason whatsoever. The Company shall be entitled to charge interest at a rate equal to 4% above the base lending rate of the Royal Bank of Scotland plc from time to time on all overdue payments. The price is based on the current costs of materials, labour, transport and other relevant costs of whatever nature of the Company and, in the event that any such costs increase between the time when the price was offered by the Company and the time when the goods and/or services are delivered, the Company shall have the right to increase the price to reflect such increase in costs. For all accepted credit and debit cards, the Company shall apply a surcharge plus VAT reflecfting those charges imposed on the Company by the Merchant Account and Payment Service Provider at the time of purchase by the Customer. From time to time the company may publish details of early payment discounts, seasonal offers, discounted items, bulk order discounts and other such incentives. These offers will be time limited, non-transferable and subject to a number of further conditions stated at the time of the offer.
3. DELIVERY
Unless otherwise agreed in writing, delivery shall be made by the Company delivering to the Customer at the delivery address stated by the Customer on the official order. The price stated on the order confirmation is inclusive of carriage and insurance of the goods during such carriage to the Customer's stated address on the mainland of Great Britain. The Customer shall be liable to the Company for any increase in the cost of carriage and insurance where the Customer requests delivery in manner other than that selected by the Company and shall indemnify the Company in respect of any such increase. Any times and dates quoted for delivery are approximate only and are not guaranteed, and the Company shall not be liable for any delay in delivery of goods howsoever caused. Any time or date for delivery shall not be of the essence unless otherwise agreed by the Company in writing. The Company and its nominated delivery agent will not normally release goods at the Customer’s stated delivery address without a signature for receipt of the goods and/or services. The delivery will normally take place between 9.00am and 5.00pm Monday to Friday and excluding bank and other public holidays. Where no such signatory is available and the Company’s delivery agent returns the goods and/or services to the Company and this results in a charge for return and re-delivery this will be paid for in full by the Customer and not the Company. If for any reason the Customer is unable to accept delivery of the goods at any time when the goods are due and ready for delivery, the Company may at its sole discretion and without prejudice to its other rights store the goods at the risk of the Customer and take all reasonable steps to safeguard and insure them at the cost of the Customer provided that the Customer shall be informed thereof immediately. The Company and its delivery agent shall not be held responsible for loss or damage (and resultant, subsequent damage) to any goods and/or services delivered to the Customer’s stated address where under special instruction of the Customer, those goods and/or services are left without signed receipt. The Customer shall inspect all goods supplied by the Company immediately upon delivery. No liability for under-delivery, loss of or damage to the goods will attach to the Company unless a claim to that effect has been notified in writing by the Customer to the Company within 7 days of delivery. In the event of a valid claim for under-delivery, loss of or damage to goods, the Company undertakes at its option either to reprocess or replace the goods at its expense to the extent required to make good the under-delivery, loss of or damage to the goods, or alternatively to take possession of the goods and refund any of the contract price paid, but shall not be under any further or other liability to any person in connection with such under-delivery, loss of or damage to the goods. The Company shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide, and any express provisions as to instalments shall be in addition to and not in derogation of this right.
4. RISK AND PROPERTY IN GOODS
The risk in goods delivered or supplied hereunder shall pass to the Customer when the Company delivers the goods to the Customer. Notwithstanding the provisions of clauses above, property and title in and to the goods supplied shall remain with the Company until all sums due by the Customer to the Company (including any interest and charges) in respect of those goods have been paid in full. The Customer shall store and insure the goods, identifying them clearly as belonging to the Company, until all such monies are paid. If the goods are sold by the Customer to a third party before payment in full of all sums due from the Customer to the Company has been made then all rights of the Customer against the third party in respect thereof shall be and be deemed to be assigned to the Company. If the Customer fails to pay any sums due to the Company by the due date for payment, in addition to any other remedies available to the Company under these terms and conditions or otherwise, the Company shall be entitled to re-possess the goods. The Customer will assist and allow the Company so to re-possess the goods and for this purpose, admit or procure the admission of the Company or its employees or agents to the premises in which the goods are situated. Where the contract is terminated in accordance with clauses set out below, the Customer's right to re-sell or otherwise deal in the goods shall automatically terminate and the Company shall be entitled to re-possess any such goods forthwith.
5. WARRANTIES AND LIABILITY
Subject to the conditions set out below, the Company warrants that at the date of delivery and for the 12 calendar months following the date of delivery the goods supplied will be free from any significant defects in material and workmanship and all reasonable care and skill will be taken or used in the provision of services. The above warranty is given by the Company subject to the following conditions: The Company shall be under no liability in respect of any defect in the goods or services arising from any specification supplied by the Customer; In the event that there is a delay in payment of the price by the Customer, or the Customer fails to make such payment, the above warranty shall not apply; The above warranty does not extend to goods or materials not manufactured by the Company or services not provided by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer/supplier to the Company (or to the Customer, in the event that any goods or services were supplied by the Customer to the Company); and The above warranty will be void in respect of goods if the Customer suffers or allows any person other than the Company or its authorised agents to repair, adjust or otherwise tamper with the goods, or any alteration whatsoever has been made to the goods otherwise than by the Company or its authorised agent, or if any device or controls are fitted to the goods otherwise than those approved by the Company, or the Customer has not complied with his duties hereunder. Subject as expressly provided in these terms and except where the goods or services are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where goods or services are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these terms and conditions. Any claim by the Customer which is based on any breach of warranty or representation (whether express or implied) shall (whether or not delivery is refused by the Customer) be notified to the Company within 7 days from the date of delivery of the goods or (where the defect or failure was not apparent on reasonable inspection) within 7 days after discovery of the defect or failure. The Company shall, unless otherwise provided by statute, not be liable to the Customer in any way if the Customer fails to notify a claim within that period. Where any valid claim is made in respect of any goods supplied, the Company shall be entitled to replace the goods (or the part in question) or, at the Company's sole discretion, refund to the Customer the price of the goods (or the appropriate proportion thereof), but, unless otherwise provided by statute, the Company shall have no further liability to the Customer. Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Customer. Except in respect of death or personal injury caused by the Company's negligence and except as otherwise specifically provided by law, the entire liability of the Company under or in connection with the contract shall not exceed the price of the goods.
6. INTELLECTUAL PROPERTY
Any artwork, designs, drawings or intellectual property rights which are created by or for the Company and used in connection with any goods supplied shall remain the property of the Company. If the Customer requests any modifications to the goods by the Company, including the addition of any artwork thereto, the Customer shall indemnify the Company against any claims made against the Company that such modifications infringe the copyright, design, trade mark or other industrial or intellectual property rights of any other person.
7. CANCELLATION
On receipt of an amendment to an order, which cancels all or part of the order, the Company shall immediately halt delivery of all goods which are the subject of cancellation, and shall be entitled to payment from the Customer of 60% of the price payable to the Company.
As a consumer only, and thus not buying in connection with a business, your rights extend to canceling your purchase with the Company and receiving a refund. This will only apply if you contact and inform the Company of this cancellation in writing, within seven days of receipt of the goods. This will apply to all products unless stated otherwise. The company will issue an authorised returns number which must be quoted with all goods returned. You will be liable for all costs associated with the return of the goods and must ensure that they are returned in good order with adequate packaging, protective material and appropriate insurance.
8. MISCELLANEOUS
Each of the clauses of these terms and conditions and every part hereof shall be separate and severable to the extent that if one clause or part thereof shall be unenforceable the other clauses and other parts of the clause respectively shall be effective.
If the Company is affected by any circumstances beyond its reasonable control (including, without limitation, any strike, lock-out or other industrial action) ("Force Majeure") then it shall promptly notify the Customer of the nature and extent of the circumstances in question. Notwithstanding any other provisions of these terms and conditions, the Company shall not be deemed to be in breach of these terms and conditions or any contract between it and the Customer, or otherwise liable to the other, for any delay in performance or non-performance of any of its obligations to the Customer, to the extent that such delay or non-performance is due to any Force Majeure, and the time for performance of that obligation shall be extended accordingly. Where the contract is for the supply of goods or for the supply of goods and services, the Company may assign the contract with the Customer or sub-contract the whole, or any part thereof, to any person, firm or company. This contract shall be governed by the law of Scotland and the parties hereto submit themselves to the non-exclusive jurisdiction of the Scottish courts. | 
