TERMS & CONDITIONS
1. DEFINITIONS
1.1 ‘Buyer’ means the person who buys or agrees to buy the Goods from the Seller in the course of business and not a person dealing as consumer as defined in the Unfair Contract Terms Act 1977 Section 12.
1.2 ‘Seller’ means JIG uk Ltd of Hurlingham Business Park, Fulbeck Heath, Grantham, Lincolnshire, NG32 3HL.
1.3 ‘Condition’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.4 ‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered.
1.5 ‘Goods’ means the articles, which the Buyer agrees to buy from the Seller.
1.6 ‘Price’ means the price for the Goods including carriage.
1.7 ‘Packaging’ The Buyer shall meet the cost of any special packaging requested by the Buyer or any packaging rendered necessary by delivery by any means other than the Seller’s normal means of delivery.
2. CONDITIONS APPLICABLE
2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyers acceptance of these conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing.
3. THE PRICE AND PAYMENT
3.1 The Price shall be the price set out on the invoice. The price is exclusive of VAT, which shall be due at the rate ruling on the Sellers invoice.
3.2 Payment of the Price and VAT shall be due within the terms agreed. Time for payment shall be of the essence.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the day of payment at a rate of 2% above National Westminster Bank Plc’s base rate from time to time in force and shall accrue at such rate after as well as before any judgement.
3.4 If the Buyer fails to make any payment on the due date then without prejudice to any of the Seller’s other rights the Seller may:
3.4.1 suspend or cancel delivery of any Goods due to the Buyer; and/or
3.4.1 appropriate any payment made by the Buyer to such of the goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
3.5 The Seller may increase the price of the Goods to reflect any increase in the cost to the Seller, which is due to factors occurring after the making of the contract of sale, which are beyond the reasonable control of the Seller (including taxes and duties and the cost of labour, materials and other manufacturing costs.)
4. THE GOODS
The quantity and description of the Goods shall be set out in the Seller’s invoice.
4.1 Where Goods are purchased from a Trade Fair or mobile showroom sales:-
4.1.1 This contract of sale is a contract for sale by sample.
4.1.2 The bulk of the Goods will correspond with the sample in quality provided that the Seller shall have no liability to the Buyer unless more than 5% of the Goods do not correspond.
4.1.3 The Buyer shall be deemed to have had a reasonable opportunity of comparing the bulk of any consignment of goods with the sample after 48 hours from delivery have expired.
4.1.4 Upon the Buyer having deemed to have had a reasonable opportunity of comparing bulk of any consignment with the sample the Buyer will also be deemed to have notice of any defect rendering the Goods not in accordance with the contract and to have accepted all the Goods so delivered.
5. WARRANTIES AND LIABILITIES
5.1 All warranties and conditions whether implied by statute or otherwise are excluded from this contract.
5.2 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expenses (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.
5.3 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
6. DELIVERY OF THE GOODS
Save where the Buyer collects goods from the Seller; delivery of the goods shall be made to the Buyers address on the delivery date. The Buyer shall make all arrangements necessary to take delivery of the goods whenever they are tended for delivery.
6.1 The Seller shall not be liable for any loss or damage due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.
6.2 Claims for Goods damaged or lost in transit or claims for non delivery must be notified to the Seller in writing within 48 hours of the date of receipt or expected receipt of the Goods whichever is appropriate.
7. ACCEPTANCE OF THE GOODS
7.1 The Buyer shall be deemed to have accepted goods 72 hours after collection of the goods by the Buyer, or after delivery to the Buyer.
7.2 After acceptance the Buyer shall not be entitled to reject Goods, which are not in accordance with the contract.
7.3 No Goods delivered to the Buyer, which are in accordance with the contract, will be accepted for return without prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller.
8. TITLE AND RISK
8.1 The Goods shall be at the Buyer’s risk as from delivery or collection.
8.2 In spite of delivery or collection having been made title in the Goods shall not pass from the Seller until :
8.2.1 the Buyer shall have paid the Price plus VAT in full;
and
8.2.2 no other sums whatever shall be due from the Buyer to the Seller.
9. REMEDIES OF BUYER
9.1 Where the Buyer rejects Goods that do not conform to the Contract of Sale the Buyer shall have no further rights whatever in respect of such Goods.
9.2 Where the Buyer accepts or has been deemed to have accepted any Goods the Seller shall have no liability whatever to the Buyer in respect of those Goods.
9.3 The Seller should not be liable to the Buyer for late delivery or short delivery of the Goods save for container deliveries where the short delivery is over 5% there shall be a pro rata reduction in the price provided the shortfall is notified to the Seller within 48 hours of delivery.
10. FORCE MAJEURE
Neither party shall be liable for any default due to any act of god, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.
11. INSOLVENCY
If the Buyer enters into a Deed of Arrangement or commits an Act of Bankruptcy or compounds with its creditors or if a Receiving Order is made against him or if (being a Company) an order is made or a resolution is passed for the winding up of the Buyer (otherwise than for the purposes of amalgamation or reconstruction previously approved in writing by the Seller) or if a Receiver or Administrator is appointed of any of the Buyers assets or undertaking or if circumstances arise which entitle the Court or Creditor to appoint a Receiver or Manager or Administrator or which entitle the Court to make a winding up order or if the Buyer takes or suffers any similar or analogous action in consequence of debt or commits a breach of this or any other contract between the Seller and the Buyer, the Seller without prejudice to any of its other rights shall be at liberty to stop any Goods in transit and or suspend further deliveries and may recollect any goods to which it still has by virtue of condition 8.2 above.
12 PROPER LAW OF CONTRACT
12.1 This contract is subject to the law of England and Wales.
12.2 All disputes arising out of this contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.