TERMS AND CONDITIONS
Customer the person who buys or agrees to buy the goods from the Supplier.
Conditions the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Supplier.
Contract means the contract for the sale and purchase of the Goods.
Goods the articles which the Customer agrees to buy from the Supplier.
Price the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Supplier means Jones and Clark (Burton on Trent) Ltd of Unit 20 Northside Business Park, Hawkins Lane, Burton on Trent, DE14 1DB.
2.1 These Conditions shall apply to all contracts for the sale of Goods between the Supplier and the Customer , to the exclusion of all other terms and conditions including the Customer’s standard conditions of purchase or any other conditions which the Customer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods from the Supplier pursuant to these Conditions.
2.3 The Customer’s acceptance of the Supplier’s confirmation of Order shall be deemed to be conclusive evidence of the Customer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of a director of the Supplier.
2.5 These Conditions represent the whole of the agreement between the Supplier and the Customer. They supersede any other conditions previously issued.
2.6 Any advice or recommendation given by the Supplier or its employees to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Supplier is followed or acted on entirely at the Customer’s own risk, and the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
3.1 The Price shall be the price quoted on the Supplier’s confirmation of order. The Price is exclusive of VAT which shall be due at the rate in force on the date of the Supplier’s invoice.
3.2 Time for payment shall be of the essence.
3.3 The Supplier reserves the right, by giving written notice to the Customer at any time before delivery or collection, to increase the price of the Goods to reflect any increase in the cost to the Supplier which is due to any factor beyond the Supplier’s control (such as, any foreign exchange fluctuation, currency regulation, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which the Customer requests, or any delay caused by the Customer’s instructions or the Customer’s failure to give the Supplier adequate information or instructions.
4. Payment and Interest
4.1 Payment of the Price and VAT shall be due within 30 days of the end of the month unless otherwise stated on the Supplier’s invoice.
4.2 If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to the Supplier, the Supplier may:
4.2.1 cancel the contract;
4.2.2 if payment is outstanding for sixty days or more from the date of invoice refuse to make any further sales to the Customer;
4.2.3 appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit; and
4.2.4 claim interest on overdue invoices which shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment. (in both cases a part of a month being treated as a full month for the purpose of calculating interest).
4.3 The Supplier may recover from the Customer all bank, legal agents, court and professional fees incurred in obtaining full payment for the Goods.
4.4 The Supplier reserves the right to withdraw previously granted credit facilities at its discretion.
4.5 The Supplier has the right to set off monies due from the Customer on any other account.
4.6 The Customer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Supplier.
5.1 The quantity and description of the Goods shall be as set out in the Supplier’s confirmation of order.
5.2 From time to time the Supplier may make changes in the specification of the Goods which are required to comply with any safety or statutory changes.
6.1 Except where the Customer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977)as amended and the Unfair Terms in Consumer Contracts Regulations (1999) , all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded.
6.2 The Supplier 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 loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation (whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Customer.
6.3 The entire liability of the Supplier under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.
6.4 If the customer rejects any Goods under manufacturer’s warranty the Supplier will return the faulty Goods to the manufacturer and endeavour to replace or credit the rejected Products under the warranty terms of the particular manufacturer.
7.1 No order which has been accepted by the Supplier may be cancelled by the Customer except with the Supplier’s written agreement and at the Supplier’s discretion.
7.2 The Customer shall indemnify the Supplier in full against all loss including loss of profit, costs, damages, charges and expenses incurred by the Supplier as a result of the cancellation.
8. Delivery of the Goods
8.1 Delivery of the Goods shall be made to the Customer’s address. The Customer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Supplier for delivery.
8.2 The Supplier undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so.
8.3 A delivery of an instalment forms a separate contract and delay or failure to deliver an instalment does not repudiate the Contract.
8.4 If the Customer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Supplier shall be entitled to store and insure the Goods and to charge the Customer the reasonable costs of so doing.
9. Acceptance of the Goods
9.1 The Customer shall be deemed to have accepted the Goods 48 hours after delivery to the Customer.
9.2 If the Customer rejects any Goods that are not faulty or damaged, the Customer shall have no further rights whatever in respect of the supply to the Customer of such Goods or the failure by the Supplier to supply Goods which conform to the Contract.
9.3 Where the Customer has accepted, or has been deemed to have accepted, the Goods the Customer shall not be entitled to reject Goods which are not in accordance with the contract.
10. Damage or Defect
10.1 The Customer shall carry out a thorough inspection of the Goods within 48 hours of delivery and must notify the Supplier in writing within 3 working days of delivery of the Goods of any defects or damage which a reasonable examination would have revealed.
10.2 The Supplier may request that the Goods are available for the Supplier’s inspection at the Customer’s premises or may request that the Customer returns them in which case the Customer shall be bound to return them to the Supplier.
10.3 If the Supplier agrees the defect or damage the Goods will be replaced or a refund made for the Price.
10.4 If the Supplier agrees to accept any Goods for return the Customer shall be liable to pay a handling charge of 10% of the Price. Such Goods must be returned by the Customer carriage paid to the Supplier.
11. Title and risk
11.1 Risk shall pass on delivery of the Goods to the Customer.
11.2 Despite the passing of risk, title in the Goods shall remain with the Supplier and shall not pass to the Customer until the amount due for the Price (including interest and costs) has been paid in full in cash or cleared funds payment together all monies due to the Supplier from the Customer for which payment is due together with any interest or other sum payable.
11.3 Until title passes the Customer shall hold the Goods as the Supplier’s fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and shall properly store , insure and mark them so that they can at all times be identified as the property of the Supplier but the Customer may use the Goods in the ordinary course of its business.
11.4 The Supplier may at any time before title passes and without any liability to the Customer:
11.4.1 require the Customer to deliver up the Goods to the Supplier and repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Customer’s right to use, sell or otherwise deal in them; and
11.4.2 for that purpose (or determining what if any Goods are held by the Customer and inspecting them) enter any premises of or occupied by the Customer.
11.5 The Customer shall not be entitled to pledge, create a lien over or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Supplier, but if the Customer does so all moneys owing by the Customer to the Supplier shall (without limiting any other right or remedy of the Supplier) immediately become due and payable.
11.6 The Supplier may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.
12. Force Majeure
The Supplier shall not be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control.
13. Customer’s Insolvency
This clause 13 applies if:
13.1. the Customer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction),
13.2 a receiver is appointed over any of the Customer’s property or assets; or
13.3 the Customer ceases, or threatens to cease, to carry on business or is taken over by a third party who has no credit facility with the Supplier; or
13.4 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
13.5 If this clause applies then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14. Proper Law of Contract
14.1 These terms and conditions are subject to the law of England and Wales.