These terms and conditions shall apply to all sales by Jardox Limited (“the Company”) to you (“the Buyer”) and no variation of these terms and conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Company; “the Goods” shall mean and includes Goods or any part thereof which the Company agrees to supply.
1.1 All quotations are made and all orders are accepted subject to the following conditions. All other terms, conditions or warranties whatsoever are excluded from the contract or any variation thereof unless expressly accepted by a duly authorised officer of the Company in writing.
1.2 Quotations and offers issued by the Company are for the whole of the Goods referred to therein and the Company reserves the right to refuse acceptance of any order which constitutes only part of the Goods forming the subject of a quotation or offer.
1.3 If any statement or representation has been made to the Buyer by the Company or its servants or agents upon which the Buyer relies other than in the documents enclosed with the Company’s quotation or acknowledgement of order then the Buyer must set out that statement or representation in a document to be attached to or endorsed on the order and in any such case the Company may confirm, reject or clarify the point and submit a new quotation.
1.4 The Company reserves the right not to accept orders with a value of less than £150.
2.1 All prices are, unless otherwise stated quoted inclusive of carriage but exclusive of VAT (where applicable)
2.2 Orders will be despatched to the Buyer via third party carriers selected by the Company, unless collection is agreed by prior arrangement.
2.3 Written notification will be sent to the Buyer after it places an order should the price of the Goods have fluctuated since the price last quoted to the Buyer. The Buyer must send written notification to the Company within 5 working days of deemed receipt of the Company’s notification if it no longer wishes to purchase the Goods.
2.4 Own label products are supplied subject to the same terms and conditions as all other supplied goods.
3.1 Unless otherwise agreed by the Company in writing and subject to satisfactory trade references, payments shall be due and payable by the 15th of the month following the month in which delivery of the Goods was made. The Company shall be entitled to submit its invoice following delivery save that where delivery has been postponed at the request of or by the default of the Buyer then the Company may submit its invoice at any time after the Goods are ready for delivery or would have been ready in the ordinary course but for the request or default as aforesaid.
3.2 Where Goods are delivered by instalments the Company may invoice each instalment separately and the Buyer shall pay such invoices in accordance with the Conditions.
3.3 The Buyer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set off or counterclaim, which the Buyer may have or allege to have for any reason whatsoever.
3.4 In the event of default in payment by the Buyer, the Company shall be entitled without prejudice to any other right or remedy;-
3.4.1 to suspend all further deliveries on any contract or any contract between the Company and the Buyer without notice;
3.4.2 to charge interest on any amount outstanding at the rate of 8% per annum above the base rate of Bank of England or the judgement rate (whichever is the greater in force at the time when payment was due);
3.4.3 to serve notice on the customer requiring immediate payment for all Goods supplied by the Company under this and all other contracts with the Buyer whether or not payment is otherwise due or invoiced;
3.4.4 and to sue for the price of the Goods even though title may not have passed to the Buyer.
4.1 Unless otherwise agreed in writing by the Company delivery of the Goods shall take place at the Buyer’s place of business, as notified to the Company.
4.2 The Buyer shall take delivery of the Goods within 5 working days of the Company giving it notice that the Goods are ready for delivery.
4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company ́s negligence), nor shall any delay entitle the Buyer to terminate or rescind the contract unless such delay exceeds 90 days.
4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company ́s negligence); the Goods shall be deemed to have been delivered; and the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and (c) expenses (including, without limitation, storage and insurance).
4.6 In the event of an over or under supply of no greater than 10%, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata contract rate.
4.7 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 5 working days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 Subject to condition 4.5, risk shall pass to the Buyer so that the Buyer is responsible for all loss, damage or deterioration of the Goods:-
6.1.1 if the Company delivers the Goods by its own transport or in accordance with a specific contractual obligation arranges transport for the Goods at the time when the Goods or a relevant part thereof arrive at the place of delivery; or
6.1.2 in all other circumstances at the time when the Goods or a consignment of part thereof leave the premises of the Company or the premises of a third party which holds the Goods on the Company’s behalf.
6.2 Title to the Goods or any relevant part thereof shall only pass to the Buyer upon happening of anyone of the following events:-
6.2.1 when the Buyer has paid to the Company all sums due from it to the Company under the contract and under all other contracts between the Company and Buyer including (for the avoidance of doubt) any sums due under contracts made after this contract whether or not the same are immediately payable; or
6.2.2 when a duly authorised officer of the Company serves on the Buyer notice in writing specifying that title in the Goods or such part thereof has passed.
6.3 The Company may recover the Goods in respect of which title has not passed to the Buyer at any time and the Buyer hereby licences the Company, its officers, employees and agents to enter upon any premises of the Buyer for the purpose either of satisfying itself that condition below is being complied with by the Buyer or of recovering any Goods in respect of which property has not passed to the Buyer.
6.4 Until title of the Goods has passed to the Buyer pursuant to the terms hereof it shall possess the Goods as a bailee of the Company on the terms of this contact. If the Company so requires the Buyer shall store the Goods separately from other Goods and shall ensure that they are clearly identifiable as belonging to the Company.
7.1 Cancellation by the Buyer will only be agreed to by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be paid forthwith by the Buyer to the Company.
7.2 The Company will have no obligation to credit Goods returned to the Company without the Company’s consent.
8.1 The Buyer shall only be entitled to claim for loss, shortages or defects apparent on visual inspection if (and subject to Clause 11 below):-
8.1.1 The Buyer inspects the Goods within 3 working days of delivery where delivery takes place at the Buyer’s business premises or other agreed destination; and
8.1.2 a written complaint specifying the loss, shortage or defect is made to the Company within 7 days of delivery in the event of partial loss, damage or non-delivery of any separate part of a consignment or within 14 days of the notified date of despatch in the event of non-delivery of a whole consignment; and 8.1.3 the Company is given an opportunity to inspect the Goods and investigate any complaint before any use of or alteration to or interference with the Goods.
8.2 If a complaint is not made to the Company as herein provided then the Goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to pay for the same accordingly.
8.3 Defects in quality in any instalment delivery shall not be a ground for cancellation of the remainder of the order.
9.1 In the event of the condition of the Goods being such as might or would (subject to these conditions) entitle the Buyer to claim damages or to repudiate the contract the Buyer shall not then do so but shall first ask the Company to supply satisfactory substitute Goods and the Company shall thereupon be entitled at its option to take back the defective Goods and to supply satisfactory substitute Goods free of cost within a reasonable time or to repay the price of the Goods in respect of which the complaint is made. If the Company does supply satisfactory substitute Goods or effect repayment the Buyer shall be bound to accept such substituted Goods or repayment and the Company shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the Goods or from the delay before the substitute Goods are delivered or the repayment is effected.
10 The Buyer shall at all times notify the Company in the event that the Buyer receives a complaint in relation to the Goods and undertakes to the Company that neither it nor its employees or agents shall make any statement to a consumer whether orally or in writing which may be construed as an admission of any liability to the consumer. Any negotiations and agreements relating to a compensation payment if any, to be paid to the consumer shall be made by the Company and the Company shall not be liable to pay to either the Buyer or the consumer any sum not negotiated or agreed by it. The Company shall not be liable for any costs incurred by the Buyer without the Company’s prior agreement.
11.1 The Company shall not be liable in respect of claims arising by reason of death or personal injury except where such death or personal injury arises as a result of the Company’s negligence.
11.2 Under no circumstances shall the Company be liable (i) for any loss of profit, business, contract, revenue or anticipated savings, damage to property or wasted expenditure or (ii) for any special or indirect or consequential damage of any nature whatsoever unless prior agreement with Jardox.
11.3 The Company’s liability in respect of one claim or the aggregate of various claims (other than claims for death or personal injury to the extent that the same is caused by negligence of the Company) shall not exceed the contract price of the Goods and the Buyer agrees to insure adequately to cover claims in excess of such amount.
12 The Buyer agrees to indemnify and keep harmless and indemnified the Company against any and all claims or alleged claims, actions or proceedings against the Company arising out of or in connection with the Goods including without limitation any claims or alleged claims, actions or proceedings in relation to the sale, distribution, supply, marketing or promotion of the Goods, any intellectual property infringement or any other action.
13.1 The Company shall be entitled to cancel the contract in whole or in part by notice in writing without prejudice to any other right or remedy accrued or accruing to the Company if at any time:-
13.1.1 the Buyer becomes bankrupt;
13.1.2 the Buyer goes into liquidation, other than a members voluntary liquidation for the purposes of reconstruction or amalgamation of a solvent company where the reconstructed or amalgamated company assumes the obligations of the liquidated company;
13.1.3 an administration order is made against the Buyer;
13.1.4 a receiver or manager is appointed in respect of the Buyer’s affairs or the whole or any part of his property or undertakings;
13.1.5 the Buyer enters into any arrangement or composition with creditors, including for the avoidance of doubt any voluntary arrangement within the meaning of the Insolvency Act 1986 Part I or Part VIII.
14 The Company reserves the right to defer the date of delivery or to cancel the contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, the actions or directions of any governmental, administrative or regulatory body, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lockouts, strikes or other labour disputes (whether or not relating to either parties workforce) or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, including inability caused by any restriction imposed on the supply or use of any substance, provided that, if the event in question continues for a continuous period in excess of 10 days the Buyer shall be entitled to give notice in writing to the Company to terminate the contract.
15.1 The Company may assign the contract or any part of it to any person, firm or company.
15.2 The Buyer shall not be entitled to assign the contract or any part of it without the prior written consent of the Company.
16 Any waiver by the Company of any breach of any default under any provision of the contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the contract.
17 Failure or delay by the Company in enforcing or partially enforcing any provision of the contract shall not be construed as a waiver of any of its rights under the contract.
18 Each right or remedy of the Company under the contract is without prejudice to any other right or remedy of the Company whether under the contract or not.
19 If any provision of the contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partially illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the contract and the remainder of such provision shall continue in full force and effect.
20 The parties to the contract do not intend that any term of the contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not party to it.
21 All references to any statute or statutory provision shall be deemed to include references to any statute or statutory provision which amends, extends, consolidates or replaces the same.
22 Any notice or other communication required under these terms and conditions shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally or sending it by pre-paid recorded delivery or registered post. Any such notice shall be deemed to have been received:
22.a if delivered personally, at the time of delivery;
22.b in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting.
23 The formation, existence, construction, performance, validity and all aspects of the contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.