STANDARD TERMS AND CONDITIONS OF BUSINESS (SUPPLIERS) 

PREAMBLE  

 
These Terms are drafted in accordance with the Unfair Contract Terms Act 1977 (“UCTA”) and reflect a reasonable and proportionate allocation of risk, having regard to the nature of the Goods and Services, the Supplier’s expertise, and the Buyer’s reliance on the Supplier in a safety‑critical, bio secure and high‑value production environment. 
 
The Supplier acknowledges that: 
(a) the Buyer relies upon the Supplier’s specialist skill, judgement, and representations; 
(b) failures may cause disproportionate and catastrophic loss including livestock mortality, regulatory action, and business interruption; and 
(c) the pricing reflects the allocation of risk set out in these Terms. 
 

1. Definitions and Interpretation 

 
“Buyer” means Rastech Limited and any subsidiary or associated undertaking. 
“Supplier” means any person, firm, or company supplying Goods and/or Services to the Buyer. 
“Goods” means all equipment, feed, materials, software, consumables, parts, and items supplied. 
“Services” means all services including design, engineering, consultancy, installation, construction, maintenance, advice, or labour. 
“Contract” means the Buyer’s Purchase Order together with these Terms. 
“Loss” includes direct loss, indirect loss, livestock loss, welfare impact, production loss, system downtime, regulatory loss, reputational damage, and legal costs. 
 

2. Prevailing Terms 

 
For the avoidance of doubt, the Buyer does not accept any supplier terms whatsoever. No terms proposed by the Supplier shall apply, whether contained in quotations, emails, attachments, delivery notes, commissioning documents, invoices, websites, or otherwise. Performance by the Supplier constitutes acceptance of the Buyer’s Terms only. 
 

3. Basis of Contract 

 
These Terms apply to all Contracts and override all supplier terms. Any reference to Supplier quotations or correspondence is for pricing and technical identification only and does not incorporate supplier terms. 
 

4. Standard of Performance and Reliance 

 
The Supplier warrants that all Goods and Services shall be of satisfactory quality, fit for purpose, compliant with all applicable law, and performed with all reasonable skill, care, and diligence. 
 
Industry practice shall not excuse negligence, unsuitability, or unsafe performance. The Buyer’s experience or expertise shall not diminish the Supplier’s duties. 
 
All advice, designs, specifications, and recommendations provided by the Supplier are relied upon by the Buyer and form part of the Contract. 
 

5. Time, Delivery and Delay 

 
Time is of the essence. Failure to meet agreed milestones entitles the Buyer to terminate and recover all Loss arising, including foreseeable operational and livestock losses. 
 

6. Inspection, Testing and Acceptance 

 
No delivery note, handover certificate, commissioning checklist, or similar document shall constitute acceptance or waiver. Continued use does not constitute acceptance where defects are latent or progressive. 
 

7. Liability and Indemnity  

 
The Supplier shall indemnify the Buyer against all Loss arising from: 
(a) breach of Contract; 
(b) negligence or breach of statutory duty; 
(c) defective Goods or Services; 
(d) inaccurate advice, design, or specification. 
 
The Supplier agrees that such allocation of risk is reasonable for the purposes of UCTA, having regard to: 
(i) the Supplier’s ability to insure; 
(ii) the foreseeability of Loss in aquaculture systems; 
(iii) the availability of alternative suppliers; 
(iv) the Buyer’s reliance on Supplier expertise. 
 

8. Liability Limitations 

 
No limitation or exclusion of liability shall apply unless expressly agreed in writing and signed by a director of the Buyer. Liability is not limited by insurance levels. 
 

9. Insurance 

 
The Supplier shall maintain adequate insurance appropriate to the risk profile of the Goods and Services. Insurance availability does not limit liability. 
 

10. Sub‑contracting 

 
Sub‑contracting requires prior consent and does not reduce Supplier liability. Acts or omissions of subcontractors are deemed to be those of the Supplier. 
 

11. Termination and Remedies 

 
The Buyer may terminate immediately for breach, non‑compliance, insolvency, or safety concern, without prejudice to accrued rights or claims. 
 

12. Force Majeure 

 
Force majeure excludes foreseeable, mitigable, or supplier‑specific events, including supply chain disruption, labour shortages, or logistics failure. 
 

13. Authority and Variation 

 
No variation, waiver, or acceptance is effective unless in writing and signed by a director of the Buyer. 
 

14. Governing Law and Jurisdiction 

 
This Contract is governed by Scots law and subject to the exclusive jurisdiction of the Scottish courts.