Purchasing Terms and Conditions

1. Purchase Orders

The Supplier shall provide goods and/or services to TTS only upon receipt of an official purchase order ("PO"). The PO will specify the goods or services required, quantities, prices, delivery dates, and any other relevant information.

2. Price and Payment

The price for the goods or services shall be the price set out in the PO and shall be exclusive of VAT unless otherwise stated. No extra charges shall be effective unless agreed in writing and signed by TTS.

The Supplier may invoice TTS on or at any time after completion of delivery of goods or services. Invoices must quote the PO number. TTS will pay correctly rendered invoices within 30 days of receipt.

3. Delivery and Quality

The Supplier shall deliver the goods or perform the services on the date specified in the PO. The goods shall be of the best available design, of the best quality, material and workmanship, be without fault and conform in all respects with the PO and specification supplied or advised by TTS to the Supplier.

4. Inspection and Rejection

TTS shall have the right to inspect and test the goods at any time. If following such inspection or testing TTS considers that the goods do not conform or are unlikely to comply with the Supplier's undertakings, TTS shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the contract.

5. Indemnity

The Supplier shall keep TTS indemnified against all liabilities, costs, expenses, damages and losses suffered or incurred by TTS as a result of or in connection with any claim made against TTS for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the supply or use of the goods or services.

6. Confidentiality

The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Supplier by TTS.

7. Termination

TTS may terminate the contract in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the contract.

8. Governing Law and Jurisdiction

This contract and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Scotland. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim.