|
1 Price
1.1 The price quoted excludes VAT (unless otherwise stated).
VAT will be charged at the rate applying at the time of
delivery.
1.2 Our quotations lapse after 30 days (unless otherwise
stated).
1.3 The price quoted excludes delivery (unless otherwise
stated).
1.4 Unless otherwise stated, the price quoted is an
illustrative estimate only and the price charged will be our
price current at the time of delivery.
1.5 Rates of tax and duties on the goods will be those
applying at the time of delivery.
1.6 At any time before delivery we may adjust the price to
reflect any increase in our costs of supplying the goods.
2 Delivery
2.1 All delivery times quoted are estimates only.
2.2 Your account will be allocated one free delivery per week.
All orders will be accumulated with delivery taking place on
the allocated delivery day. Short deliveries will be
redelivered on your next allocated delivery day.
2.3 Additional deliveries will be charged at the current rate.
2.4 If we fail to deliver within a reasonable time after the
quoted delivery time, you may (by informing us in writing)
cancel the contract, however:
2.4.1 you may not cancel if we receive your notice after the
goods have been dispatched; and
2.4.2 if you cancel the contract, you can have no further
claim against us under that contract.
2.5 If you accept delivery of the goods after the estimated
delivery time, it will be on the basis that you have no claim
against us for delay (including indirect or consequential
loss, or increase in the price of the goods).
2.6 We may deliver the goods in instalments. Each instalment
is treated as a separate contract.
2.7 We may decline to deliver if:
2.7.1 we believe that it would be unsafe, unlawful or
unreasonably difficult to do so; or
2.7.2 the premises (or the access to them) are unsuitable for
our vehicle.
3 Risk
3.1 The goods are at your risk from the time of delivery.
3.2 Delivery takes place either:
3.2.1 at our premises (if you are collecting them or arranging
carriage); or
3.2.2 at your premises or address specified by you (if we are
arranging carriage).
3.3 You must inspect the goods on delivery. If any goods are
damaged or not delivered, you must write to tell us within 48
hours of delivery or the expected delivery time. You must give
us (and any carrier) a fair chance to inspect the damaged
goods.
4 Payment terms
4.1 You are to pay us in cash or in cleared funds prior to
delivery, unless you have an approved credit account.
4.2 If you have an approved credit account, payment is due no
later than 30 days after the end of the month of invoice,
unless otherwise agreed in writing.
4.3 If you fail to pay us in full on the due date we may:
4.3.1 suspend or cancel future deliveries;
4.3.2 cancel any discount offered to you;
4.3.3 charge you interest at the rate set under s.6 of the
Late Payment of Commercial Debts (Interest) Act 1998;
a. calculated (on a daily basis) from the date of our invoice
until payment;
b. before and after any judgment (unless a court orders
otherwise);
4.3.4 claim fixed sum compensation from you under s.5A of that
Act to cover our credit control overhead costs; and
4.3.5 recover (under clause 4.7) the cost of taking legal
action to make you pay.
4.4 If you have an approved credit account, we may withdraw it
or reduce your credit limit or bring forward your due date for
payment. We may do any of those at any time without notice.
4.5 You do not have the right to set off any money you may
claim from us against anything you may owe us.
4.6 While you owe money to us, we have a lien on any of your
property in our possession.
4.7 You are to indemnify us in full and hold us harmless from
all expenses and liabilities we may incur (directly or
indirectly including financing costs, including legal costs on
a full indemnity basis and the cost of instructing a debt
recovery agency to recover a debt due to us if any) following
any breach by you of any of your obligations under these
terms.
5 Title
5.1 Until you pay all debts you may owe us:
5.1 1 all goods supplied by us remain our property;
5.1.2 you must store them so that they are clearly
identifiable as our property;
5.1.3 you must insure them (against the risks for which a
prudent owner would insure them) and hold the policy on trust
for us;
5.1.4 you may use those goods and sell them in the ordinary
course of your business, but not if:
a. we revoke that right (by informing you in writing); or
b. you become insolvent.
5.2 You must inform us (in writing) immediately if you become
insolvent.
5.3 If your right to use and sell the goods ends you must
allow us to remove the goods.
5.4 We have your permission to enter any premises where the
goods may be stored:
5.4.1 at any time, to inspect them; and
5.4.2 after your right to use and sell them has ended, to
remove them, using reasonable force if necessary.
5.5 Despite our retention of title to the goods, we have the
right to take legal proceedings to recover the price of goods
supplied should you not pay us by the due date.
5.6 You are not our agent. You have no authority to make any
contract on our behalf or in our name.
6 Warranties
6.1 We warrant that the goods:
6.1.1 comply with their description; and
6.1.2 are free from material defect at the time of delivery
(as long as you comply with clause 6.3).
6.2 We give no other warranty (and exclude any warranty, term
or condition that would otherwise be implied) as to the
quality of the goods or their fitness for any purpose.
6.3 If you believe that we have delivered goods that are
defective in materials or workmanship, you must:
6.3.1 inform us (in writing), with full details, as soon as
possible; and
6.3.2 allow us to investigate (we may need access to your
premises and product samples).
6.4 If the goods are found to be defective in material or
workmanship (following our investigations), and you have
complied with those conditions (in clause 6.3) in full, we
will (at our option) repair the goods replace the goods or
refund the price.
6.5 We are not liable for any other loss or damage arising
from the contract or the supply of goods or their use,
6.5.1 even if we are negligent, including (as examples only);
6.5.2 direct financial loss, loss of profits or loss of use;
and
indirect or consequential loss
6.6 Our total liability to you (from one single cause) for
damage to property caused by our negligence is limited to
£2,000,000.
6.7 For all other liabilities not referred to elsewhere in
these terms our liability is limited in damages to the price
of the goods.
6.8 Nothing in these terms restricts or limits our liability
for death or personal injury resulting from negligence.
7 Specification
7.1 If we prepare the goods in accordance with your
specifications or instructions you must ensure that:
7.1.1 the specifications or instructions are accurate;
7.1.2 goods prepared in accordance with those specifications
or instructions will be fit for the purpose for which you
intend to use them; and
7.1.3 your specifications or instructions will not result in
the infringement of any intellectual property rights of a
third party, or in the breach of any applicable law or
regulation.
7.2 We reserve the right;
7.2.1 to make any changes in the specifications of our goods
that are necessary to ensure they conform to any applicable
safety or statutory requirements; and
7.2.2 to make without notice any minor modifications in our
specifications we think necessary or desirable.
8 Return of goods
8.1 We will accept the return of goods from you only:
8.1.1 after the goods have been inspected by an authorised Jax
agent. If we agree to the return you will then be provided
with a returns form which must be duly completed, signed and
faxed to the Jax office, at which point collection will be
arranged.
8.1.2 on payment of a handling charge of 25% of the value
(unless the goods were defective when delivered); and
8.1.3 where the goods are as fit for sale on their return as
they were on delivery. Please note all goods returned must be
suitably packed / boxed in their original packaging and where
necessary palletised. All goods will be inspected and credited
where appropriate on return to Jax offices.
8.1.4 where the returns request is made within 30 days of the
original delivery date.
9 Export terms
9.1 Clause 9 of these terms applies (except to the extent that
it is inconsistent with any written agreement between us)
where we supply the goods over an international border or
overseas.
9.2 The ‘Incoterms’ of the International Chamber of Commerce
which are in force at the time when the contract is made apply
to exports, but these terms prevail to the extent that there
is any inconsistency.
9.3 Unless otherwise agreed, the goods are supplied ex works
our place of manufacture.
9.4 Where the goods are to be sent by us to you by a route
including sea transport we are under no obligation to give a
notice under section 32(3) of the Sale of Goods Act 1979.
9.5 You are responsible for arranging testing and inspection
of the goods at our premises before shipment (unless otherwise
agreed). We are not liable for any defect in the goods which
would be apparent on inspection unless a claim is made before
shipment. We are not liable for any damage during transit.
9.6 We are not liable for death or personal injury arising
from the use of the goods delivered in the territory of
another State (within the meaning of s.26 (3) (b) Unfair
Contract Terms Act 1977).
10 Cancellation
10.1 You may not cancel the order unless we agree in writing
(and clauses 2.2.2 and 10.2 then apply).
10.2 If the order is cancelled (for any reason) you are then
to pay us for all stock (finished or unfinished) that we may
then hold (or to which we are committed) for the order.
10.3 All cancelled orders are subject to a 25% restocking
charge.
10.3 We may suspend or cancel the order, by written notice if:
10.3.1 you fail to pay us any money when due (under the order
or otherwise);
10.3.2 you become insolvent;
10.3.3 you fail to honour your obligations under these terms.
11 Discounted and display items
11.1 Discounts and display item rates are those applicable at
the time of our receipt of the order.
11.2 Display discounts are applied to goods which have been on
display for a minimum period of 6 months. Any product removed
from display within this period shall be invoiced in full.
11.3 We are unable to accept the return of discounted or
display items at any time.
11 Waiver and variations
11.1 Any waiver or variation of these terms is binding in
honour only unless:
11.1.1 made (or recorded) in writing;
11.1.2 signed on behalf of each party; and
11.1.3 expressly stating an intention to vary these terms.
11.2 All orders that you place with us will be on these terms
(or any that we may issue to replace them). By placing an
order with us, you are expressly waiving any printed terms you
may have to the extent that they are inconsistent with our
terms.
12 Force majeure
12.1 If we are unable to perform our obligations to you (or
able to perform them only at unreasonable cost) because of
circumstances beyond our control, we may cancel or suspend any
of our obligations to you, without liability.
12.2 Examples of those circumstances include act of God,
accident, explosion, war, terrorism, fire, flood, transport
delays, strikes and other industrial disputes and difficulty
in obtaining supplies.
13 General
13.1 English law is applicable to any contract made under
these terms. The English and Welsh courts have non-exclusive
jurisdiction.
13.2 If you are more than one person, each of you has joint
and several obligations under these terms.
13.3 If any of these terms are unenforceable as drafted:
13.3.1 it will not affect the enforceability of any other of
these terms; and
13.3.2 if it would be enforceable if amended, it will be
treated as so amended.
13.4 We may treat you as insolvent if:
13.4.1 you are unable to pay your debts as they fall due; or
13.4.2 you (or any item of your property) become the subject
of:
a. any formal insolvency procedure (examples of which include
receivership, liquidation, administration, voluntary
arrangements (including a moratorium) or bankruptcy);
b. any application or proposal for any formal insolvency
procedure; or
c. any application, procedure or proposal overseas with
similar effect or purpose. |
